Additional Collateral; Further Assurances. (a) Subject to Requirements of Law, each Borrower and each other U.S. Loan Party shall cause (i) any Material Subsidiary created or acquired after the Effective Date, (ii) any Subsidiary that has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a Material Subsidiary for the purposes of clauses (i) and (ii) shall be as determined as of the most recent date upon which financial statements have been required to be delivered pursuant to Section 5.01(a) or (b)) or (iii) any Domestic Subsidiary or Foreign DRE whose Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes that incurs any Indebtedness for borrowed money (other than intercompany Indebtedness) or Guarantees any such Indebtedness to become, not later than 45 days after the occurrence of any of the foregoing events or determinations, as applicable (b) To secure the prompt payment and performance of all the U.S. Secured Obligations, each Borrower and each Subsidiary that is a U.S. Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of (A) the Domestic Subsidiaries other than Domestic Subsidiaries whose Equity Interests are owned, directly or indirectly, by a Foreign Subsidiary that is treated as a corporation for U.S. Federal income tax purposes, and (B) the Foreign DREs whose Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes, other than any such Foreign DRE where the assets of such Foreign DRE include Equity Interests of a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) that, when aggregated with any other Equity Interests held by any other Affiliates of such Foreign DRE would constitute ownership of greater than 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation (it being understood that, pursuant to paragraph (a) of this Section, such Foreign DRE shall pledge all of its assets which do not constitute Equity Interests in such controlled foreign corporation and such Equity Interest in the controlled foreign corporation such that, when aggregated with the Equity Interests of such controlled foreign corporation pledged by any other Affiliates of the Foreign DRE, the total Equity Interests pledged by the Foreign DRE will constitute a pledge of 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation); (ii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-Tier Foreign Subsidiary that is not a Foreign DRE; and (iii) 100% of the non-voting Equity Interests of each First-Tier Foreign Subsidiary that is not a Foreign DRE, to be subject at all times to a valid, perfected first priority security interest (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) pursuant to the terms and conditions of the Loan Documents as the Administrative Agent shall reasonably request; provided that, notwithstanding the foregoing, no U.S. Loan Party shall be required to pledge any Equity Interests of PPC Mexico or its subsidiaries. The Borrowers agree that if (x) the (c) Subject to Requirements of Law, each Bermuda Borrower and each other Bermuda Loan Party shall cause (i) any Material Subsidiary that is organized under the laws of Bermuda and is created or acquired after the Effective Date, (ii) any Subsidiary that is organized under the laws of Bermuda and has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a (d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties. (e) The Borrower Representative will promptly notify the Administrative Agent if any Borrower or any other Loan Party acquires any real or personal property with a fair market value in excess of $25,000,000 (other than assets constituting Collateral under the Security Agreements that are, as a result of actions previously taken, automatically subject to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) upon acquisition thereof), and, if requested by the Administrative Agent or the Required Lenders and subject to the terms and conditions of this Agreement, the Borrowers will promptly cause such assets to be subjected to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) securing the applicable Secured Obligations and will take, and cause, as reasonably practicable, the applicable Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, all at the expense of the Loan
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Additional Collateral; Further Assurances. (a) Subject to Requirements applicable Requirement of Law, each Borrower and each other U.S. Loan Party shall will cause each Domestic Subsidiary (iother than any FSHCO) any Material Subsidiary created formed or acquired after the Effective Date, (ii) any Subsidiary that has otherwise date of this Agreement to promptly become a Material Subsidiary after the Effective Date (it being understood that Loan Party by executing a Subsidiary’s status as a Material Subsidiary for the purposes of clauses Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) shall be as determined as will grant Liens to the Administrative Agent, for the benefit of the most recent date upon Administrative Agent and the other Secured Parties, in any property of such Loan Party which financial statements have been required to be delivered pursuant to Section 5.01(a) or (b)) or (iii) constitutes Collateral, including any Domestic Subsidiary or Foreign DRE whose Equity Interests are not held directly or indirectly parcel of real property located in the U.S. owned by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes that incurs any Indebtedness for borrowed money Loan Party (other than intercompany Indebtedness) or Guarantees any such Indebtedness to become, not later than 45 days after the occurrence of any of the foregoing events or determinations, as applicableExcluded Assets).
(b) To secure the prompt payment and performance of all the U.S. Secured Obligations, each Borrower and each Subsidiary that is a U.S. Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of (A) the its Domestic Subsidiaries (other than Domestic Excluded Subsidiaries whose Equity Interests are ownedand any FSHCO) and (ii) 65% (or such greater percentage that, directly or indirectlydue to a change in applicable law after the date hereof, by a Foreign (1) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary that is treated as a corporation determined for U.S. Federal income tax purposes, and (B) the Foreign DREs whose Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is purposes to be treated as a corporation for deemed dividend to such foreign Subsidiary’s U.S. federal income parent and (2) could not reasonably be expected to cause any adverse tax purposes, other than any such Foreign DRE where consequences in the assets reasonable opinion of such Foreign DRE include the Borrower Representative) of the issued and outstanding Equity Interests of a “controlled foreign corporation” entitled to vote (within the meaning of Treas. Reg. Section 957(a1.956-2(c)(2)) of the Code) that, when aggregated with any other Equity Interests held by any other Affiliates of such Foreign DRE would constitute ownership of greater than 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation (it being understood that, pursuant to paragraph (a) of this Section, such Foreign DRE shall pledge all of its assets which do not constitute Equity Interests in such controlled foreign corporation and such Equity Interest in the controlled foreign corporation such that, when aggregated with the Equity Interests of such controlled foreign corporation pledged by any other Affiliates of the Foreign DRE, the total Equity Interests pledged by the Foreign DRE will constitute a pledge of 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation); (ii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-Tier Foreign Subsidiary that is not a Foreign DRE; and (iii) 100% of the non-voting issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each First-Tier Foreign Subsidiary that is not a Foreign DRE, and each FSHCO directly owned by such Borrower or any Domestic Subsidiary (excluding any FSHCO) to be subject at all times to a validfirst priority, perfected first priority security interest (subject to Permitted Liens) Lien in favor of the Administrative Agent (Agent, for the benefit of the Lender Administrative Agent and the other Secured Parties) , pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request; provided that, notwithstanding the foregoing, no U.S. Loan Party shall be required to pledge any Equity Interests of PPC Mexico or its subsidiaries. The Borrowers agree that if (x) the.
(c) Subject to Requirements of Law, each Bermuda Borrower and each other Bermuda Loan Party shall cause (i) any Material Subsidiary that is organized under the laws of Bermuda and is created or acquired after the Effective Date, (ii) any Subsidiary that is organized under the laws of Bermuda and has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a
(d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary (other than Excluded Subsidiaries) to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority (in each case subject to the qualifications, if any, set forth in the Loan Documents) of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.
(ed) The Borrower Representative will promptly notify the Administrative Agent if If any Borrower material assets constituting Collateral (including any real property or improvements thereto or any other interest therein, but excluding Excluded Assets) are acquired by any Loan Party acquires any real or personal property with a fair market value in excess of $25,000,000 after the Effective Date (other than assets constituting Collateral under the Security Agreements Agreement that are, as a result of actions previously taken, automatically become subject to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for Lien under the benefit of the Lender Parties) Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or the Required Lenders and subject to the terms and conditions of this AgreementLenders, the Borrowers will promptly cause such assets to be subjected to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) Lien securing the applicable Secured Obligations and will (ii) take, and cause, as reasonably practicable, the cause each applicable Loan Parties Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect (in each case subject to the qualifications, if any, set forth in the Loan Documents) such Liens, including actions described in paragraph (c) of this Section, all at the expense of the LoanLoan Parties.
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Additional Collateral; Further Assurances. (a) Subject to Requirements of Law, each Borrower and each other U.S. Loan Party shall cause (i) any Material Subsidiary created or acquired after To the Effective Date, (ii) any Subsidiary that has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a Material Subsidiary for the purposes of clauses (i) and (ii) shall be as determined as of the most recent date upon which financial statements have been required to be delivered pursuant to Section 5.01(a) or (b)) or (iii) any Domestic Subsidiary or Foreign DRE whose Equity Interests are not held directly or indirectly extent permitted by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes that incurs any Indebtedness for borrowed money (other than intercompany Indebtedness) or Guarantees any such Indebtedness to become, not later than 45 days after the occurrence of any of the foregoing events or determinations, as applicable
(b) To secure the prompt payment and performance of all the U.S. Secured Obligationsapplicable law, each Borrower and each Subsidiary that is Loan Party shall cause each of its subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a U.S. Loan Guarantor or a Foreign Loan Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant, by executing the applicable Collateral Documents (or supplements thereto), Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party that constitutes Collateral, including any parcel of real property owned by such Loan Party having a fair market value in excess of $500,000.
(b) To the extent permitted by applicable law, Holdings, the Parent Borrower and each Domestic Subsidiary Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of Domestic Subsidiary and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (A) could not reasonably be expected to cause the Domestic Subsidiaries other than Domestic Subsidiaries whose Equity Interests are owned, directly or indirectly, by a undistributed earnings of such Foreign Subsidiary that is treated as a corporation determined for U.S. Federal income tax purposes, purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the Foreign DREs whose issued and outstanding Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes, other than any such Foreign DRE where the assets of such Foreign DRE include Equity Interests of a “controlled foreign corporation” entitled to vote (within the meaning of Treas. Reg. Section 957(a1.956-2(c)(2)) of the Code) that, when aggregated with any other Equity Interests held by any other Affiliates of such Foreign DRE would constitute ownership of greater than 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation (it being understood that, pursuant to paragraph (a) of this Section, such Foreign DRE shall pledge all of its assets which do not constitute Equity Interests in such controlled foreign corporation and such Equity Interest in the controlled foreign corporation such that, when aggregated with the Equity Interests of such controlled foreign corporation pledged by any other Affiliates of the Foreign DRE, the total Equity Interests pledged by the Foreign DRE will constitute a pledge of 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation); (ii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-Tier Foreign Subsidiary that is not a Foreign DRE; and (iii) 100% of the non-voting issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each First-Tier Foreign Subsidiary that is not a Foreign DRE(including the Canadian Subsidiary Borrower), in each case directly owned by the Parent Borrower or any such Domestic Subsidiary Loan Party, to be subject at all times to a validfirst priority, perfected first priority security interest Lien (subject to Permitted LiensEncumbrances) in favor of the Administrative Agent (for to secure the benefit of the Lender Parties) Secured Obligations pursuant to the terms and conditions of the Loan Documents applicable Collateral Document or other security documents as the Administrative Agent shall reasonably request; provided that, notwithstanding the foregoing, no U.S. Loan Party shall be required to pledge any Equity Interests of PPC Mexico or its subsidiaries. The Borrowers agree that if (x) the.
(c) Subject to Requirements of LawTo the extent permitted by applicable law, each Bermuda Holdings, the Parent Borrower, the Canadian Subsidiary Borrower and each other Bermuda Subsidiary Loan Party will cause 100% of the issued and outstanding Equity Interests (other than director’s qualifying shares) of each Foreign Subsidiary (including the Canadian Subsidiary Borrower and to the extent not otherwise pledged pursuant to paragraph (b) of this Section 5.11) to be subject at all times to a first priority, perfected Lien (subject to Permitted Encumbrances) in favor of the Administrative Agent to secure the Canadian Secured Obligations pursuant to the terms and conditions of the applicable Collateral Document or other security documents as the Administrative Agent shall cause (i) any Material Subsidiary that is organized under the laws of Bermuda and is created or acquired after the Effective Date, (ii) any Subsidiary that is organized under the laws of Bermuda and has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as areasonably request.
(d) Without limiting the foregoingforegoing and to the extent permitted by applicable law, each Loan Party will, and will cause each Subsidiary of its subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.
(e) The Borrower Representative will promptly notify the Administrative Agent if If any Borrower or any other Loan Party acquires material assets (including any real or personal property with having a fair market value in excess of $25,000,000 500,000 or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreements Collateral Documents that are, as a result of actions previously taken, automatically become subject to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for Lien created by the benefit of the Lender Parties) applicable Collateral Document upon acquisition thereof), such Loan Party will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders and subject to the terms and conditions of this Agreementextent permitted by applicable law, the Borrowers such Loan Party will promptly cause such assets to be subjected to a validLien securing the Secured Obligations (in the case of assets of Holdings, perfected first priority security interest the Parent Borrower or mortgage lien any Domestic Subsidiary Loan Party) or the Canadian Secured Obligations (subject to Permitted Liens) in favor the case of assets of the Administrative Agent (for the benefit of the Lender PartiesCanadian Subsidiary Borrower or any Foreign Subsidiary Loan Party) securing the applicable Secured Obligations and will take, and cause, as reasonably practicable, the applicable Loan Parties to take, take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such LiensLiens (subject to any exceptions set forth in the Collateral Documents), including actions described in paragraph (d) of this Section 5.11, all at the expense of the LoanLoan Parties.
(f) Notwithstanding the foregoing, the Administrative Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such security interest (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby.
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Additional Collateral; Further Assurances. (a) Subject to Requirements applicable Requirement of Law, each Borrower and each other U.S. Loan Party shall will cause each Domestic Subsidiary (iother than any FSHCO) any Material Subsidiary created formed or acquired after the Effective Date, (ii) any Subsidiary that has otherwise date of this Agreement to promptly become a Material Subsidiary after the Effective Date (it being understood that Loan Party by executing a Subsidiary’s status as a Material Subsidiary for the purposes of clauses Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties and obligations in such capacity under the Loan Documents and (ii) shall be as determined as will grant Liens to the Administrative Agent, for the benefit of the most recent date upon Administrative Agent and the other Secured Parties, in any property of such Loan Party which financial statements have been required to be delivered pursuant to Section 5.01(a) or (b)) or (iii) constitutes Collateral, including any Domestic Subsidiary or Foreign DRE whose Equity Interests are not held directly or indirectly parcel of real property located in the U.S. owned by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes that incurs any Indebtedness for borrowed money Loan Party (other than intercompany Indebtedness) or Guarantees any such Indebtedness to become, not later than 45 days after the occurrence of any of the foregoing events or determinations, as applicableExcluded Assets).
(b) To secure the prompt payment and performance of all the U.S. Secured Obligations, each Borrower and each Subsidiary that is a U.S. Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of (A) the its Domestic Subsidiaries (other than Domestic Excluded Subsidiaries whose Equity Interests are ownedand any FSHCO) and (ii) 65% (or such greater percentage that, directly or indirectlydue to a change in applicable law after the date hereof, by a Foreign (1) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary that is treated as a corporation determined for U.S. Federal income tax purposes, and (B) the Foreign DREs whose Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is purposes to be treated as a corporation for deemed dividend to such foreign Subsidiary’s U.S. federal income parent and (2) could not reasonably be expected to cause any adverse tax purposes, other than any such Foreign DRE where consequences in the assets reasonable opinion of such Foreign DRE include the Borrower Representative) of the issued and outstanding Equity Interests of a “controlled foreign corporation” entitled to vote (within the meaning of Treas. Reg. Section 957(a1.956-2(c)(2)) of the Code) that, when aggregated with any other Equity Interests held by any other Affiliates of such Foreign DRE would constitute ownership of greater than 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation (it being understood that, pursuant to paragraph (a) of this Section, such Foreign DRE shall pledge all of its assets which do not constitute Equity Interests in such controlled foreign corporation and such Equity Interest in the controlled foreign corporation such that, when aggregated with the Equity Interests of such controlled foreign corporation pledged by any other Affiliates of the Foreign DRE, the total Equity Interests pledged by the Foreign DRE will constitute a pledge of 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation); (ii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-Tier Foreign Subsidiary that is not a Foreign DRE; and (iii) 100% of the non-voting issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each First-Tier Foreign Subsidiary that is not a Foreign DRE, and each FSHCO directly owned by such Borrower or any Domestic Subsidiary (excluding any FSHCO) to be subject at all times to a validfirst priority, perfected first priority security interest (subject to Permitted Liens) Lien in favor of the Administrative Agent (Agent, for the benefit of the Lender Administrative Agent and the other Secured Parties) , pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request; provided that, notwithstanding the foregoing, no U.S. Loan Party shall be required to pledge any Equity Interests of PPC Mexico or its subsidiaries. The Borrowers agree that if (x) the.
(c) Subject to Requirements of Law, each Bermuda Borrower and each other Bermuda Loan Party shall cause (i) any Material Subsidiary that is organized under the laws of Bermuda and is created or acquired after the Effective Date, (ii) any Subsidiary that is organized under the laws of Bermuda and has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a
(d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary (other than Excluded Subsidiaries) to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of Table of Contents this Agreement and the other Loan Documents and to ensure perfection and priority (in each case subject to the qualifications, if any, set forth in the Loan Documents) of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.
(ed) The Borrower Representative will promptly notify the Administrative Agent if If any Borrower material assets constituting Collateral (including any real property or improvements thereto or any other interest therein, but excluding Excluded Assets) are acquired by any Loan Party acquires any real or personal property with a fair market value in excess of $25,000,000 after the Effective Date (other than assets constituting Collateral under the Security Agreements Agreement that are, as a result of actions previously taken, automatically become subject to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for Lien under the benefit of the Lender Parties) Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent or the Required Lenders and subject to the terms and conditions of this AgreementLenders, the Borrowers will promptly cause such assets to be subjected to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) Lien securing the applicable Secured Obligations and will (ii) take, and cause, as reasonably practicable, the cause each applicable Loan Parties Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect (in each case subject to the qualifications, if any, set forth in the Loan Documents) such Liens, including actions described in paragraph (c) of this Section, all at the expense of the LoanLoan Parties.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Borrower and each other U.S. Loan Party shall will cause (i) any Material each Domestic Subsidiary created formed or acquired after the Effective Datedate of this Agreement, (ii) including without limitation, any Subsidiary that has otherwise additional series limited liability company, to become a Material Subsidiary after Borrower or a Loan Party by executing a joinder agreement in form satisfactory to the Effective Date (it being understood that a Subsidiary’s status as a Material Subsidiary for the purposes of clauses Lender. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) shall be as determined as will grant Liens to the Lender, for the benefit of the most recent date upon Secured Parties, in any property of such Loan Party which financial statements have been required to be delivered pursuant to Section 5.01(a) or (b)) or (iii) constitutes Collateral, including any Domestic Subsidiary or Foreign DRE whose Equity Interests are not held directly or indirectly parcel of real property located in the U.S. owned by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes that incurs any Indebtedness for borrowed money (other than intercompany Indebtedness) or Guarantees any such Indebtedness to become, not later than 45 days after the occurrence of any of the foregoing events or determinations, as applicableLoan Party.
(b) To secure the prompt payment and performance of all the U.S. Secured Obligations, each Borrower and each Subsidiary that is a U.S. Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of (A) the its Domestic Subsidiaries other than Domestic Subsidiaries whose owned by any Loan Party and (ii) with respect to any Equity Interests are owned, directly or indirectly, issued to a Loan Party by a any Foreign Subsidiary that is treated as a corporation for U.S. Federal income tax purposes, Material Subsidiary (x) 100% of such issued and (B) the Foreign DREs whose outstanding Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes, other than any such Foreign DRE where the assets of such Foreign DRE include Equity Interests of a “controlled foreign corporation” entitled to vote (within the meaning of Treas. Reg. Section 957(a1.956-2(c)(2)) of the Codeand (y) 65% (or such greater percentage that, when aggregated with any other Equity Interests held by any other Affiliates due to a change in an applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign DRE would constitute ownership Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Loan Party and (B) could not reasonably be expected to cause any material adverse tax consequences) of greater than 65% of the total combined classes of such issued and outstanding Equity Interests entitled to vote in such controlled foreign corporation (it being understood that, pursuant to paragraph (a) within the meaning of this Section, such Foreign DRE shall pledge all of its assets which do not constitute Equity Interests in such controlled foreign corporation and such Equity Interest in the controlled foreign corporation such that, when aggregated with the Equity Interests of such controlled foreign corporation pledged by any other Affiliates of the Foreign DRE, the total Equity Interests pledged by the Foreign DRE will constitute a pledge of 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporationTreas. Reg. Section 1.956-2(c)(2); (ii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-Tier Foreign Subsidiary that is not a Foreign DRE; and (iii) 100% of the non-voting Equity Interests of each First-Tier Foreign Subsidiary that is not a Foreign DRE), to be subject at all times to a validfirst priority, perfected first priority security interest (subject to Permitted Liens) Lien in favor of the Administrative Agent (Lender, for the benefit of the Lender Secured Parties) , pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request; provided provided, that, notwithstanding the foregoingwith respect to any Equity Interests issued to a Loan Party by any Foreign Subsidiary that is a Material Subsidiary, no U.S. each Loan Party shall be required have sixty (60) days from the date of such request to deliver any requested pledge any Equity Interests of PPC Mexico agreement, stock power or its subsidiaries. The Borrowers agree that if (x) thestock certificate.
(c) Subject to Requirements of Law, each Bermuda Borrower and each other Bermuda Loan Party shall cause (i) any Material Subsidiary that is organized under the laws of Bermuda and is created or acquired after the Effective Date, (ii) any Subsidiary that is organized under the laws of Bermuda and has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a
(d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties.
(e) The Borrower Representative will promptly notify the Administrative Agent if any Borrower or any other Loan Party acquires any real or personal property with a fair market value in excess of $25,000,000 (other than assets constituting Collateral under the Security Agreements that are, as a result of actions previously taken, automatically subject to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) upon acquisition thereof), and, if requested by the Administrative Agent or the Required Lenders and subject to the terms and conditions of this Agreement, the Borrowers will promptly cause such assets to be subjected to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) securing the applicable Secured Obligations and will take, and cause, as reasonably practicable, the applicable Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, all at the expense of the Loan
Appears in 1 contract
Samples: Revolving Loan Credit Agreement (Servicesource International, Inc.)
Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Borrower and each other U.S. Loan Party shall will cause (i) any Material each Domestic Subsidiary created formed or acquired after the Effective Datedate of this Agreement, (ii) including without limitation, any Subsidiary that has otherwise additional series limited liability company, to become a Material Subsidiary after Borrower or a Loan Party by executing a joinder agreement in form satisfactory to the Effective Date (it being understood that a Subsidiary’s status as a Material Subsidiary for the purposes of clauses Lender. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) shall be as determined as will grant Liens to the Lender, for the benefit of the most recent date upon Secured Parties, in any property of such Loan Party which financial statements have been required to be delivered pursuant to Section 5.01(a) or (b)) or (iii) constitutes Collateral, including any Domestic Subsidiary or Foreign DRE whose Equity Interests are not held directly or indirectly parcel of real property located in the U.S. owned by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes that incurs any Indebtedness for borrowed money (other than intercompany Indebtedness) or Guarantees any such Indebtedness to become, not later than 45 days after the occurrence of any of the foregoing events or determinations, as applicableLoan Party.
(b) To secure the prompt payment and performance of all the U.S. Secured Obligations, each Borrower and each Subsidiary that is a U.S. Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of (A) the its Domestic Subsidiaries other than Domestic Subsidiaries whose owned by any Loan Party and (ii) with respect to any Equity Interests are owned, directly or indirectly, issued to a Loan Party by a any Foreign Subsidiary that is treated as a corporation for U.S. Federal income tax purposes, Material Subsidiary (x) 100% of such issued and (B) the Foreign DREs whose outstanding Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes, other than any such Foreign DRE where the assets of such Foreign DRE include Equity Interests of a “controlled foreign corporation” entitled to vote (within the meaning of Treas. Reg. Section 957(a1.956-2(c)(2)) of the Codeand (y) 65% (or such greater percentage that, when aggregated with any other Equity Interests held by any other Affiliates due to a change in an applicable law after the date hereof, (A) could not reasonably be expected to cause the undistributed earnings of such Foreign DRE would constitute ownership Subsidiary as determined for United States federal income tax purposes to be treated as a deemed dividend to such Loan Party and (B) could not reasonably be expected to cause any material adverse tax consequences) of greater than 65% of the total combined classes of such issued and outstanding Equity Interests entitled to vote in such controlled foreign corporation (it being understood that, pursuant to paragraph (a) within the meaning of this Section, such Foreign DRE shall pledge all of its assets which do not constitute Equity Interests in such controlled foreign corporation and such Equity Interest in the controlled foreign corporation such that, when aggregated with the Equity Interests of such controlled foreign corporation pledged by any other Affiliates of the Foreign DRE, the total Equity Interests pledged by the Foreign DRE will constitute a pledge of 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporationTreas. Reg. Section 1.956-2(c)(2); (ii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-Tier Foreign Subsidiary that is not a Foreign DRE; and (iii) 100% of the non-voting Equity Interests of each First-Tier Foreign Subsidiary that is not a Foreign DRE), to be subject at all times to a validfirst priority, perfected first priority security interest (subject to Permitted Liens) Lien in favor of the Administrative Agent (Lender, for the benefit of the Lender Secured Parties) , pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent Lender shall reasonably request; provided provided, that, notwithstanding the foregoingwith respect to any Equity Interests issued to a Loan Party by any Foreign Subsidiary that is a Material Subsidiary, no U.S. each Loan Party shall be required have sixty (60) days from the date of such request to deliver any requested pledge any Equity Interests of PPC Mexico agreement, stock power or its subsidiaries. The Borrowers agree that if (x) thestock certificate.
(c) Subject to Requirements of Law, each Bermuda Borrower and each other Bermuda Loan Party shall cause (i) any Material Subsidiary that is organized under the laws of Bermuda and is created or acquired after the Effective Date, (ii) any Subsidiary that is organized under the laws of Bermuda and has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a
(d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Administrative Agent Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the expense of the Loan Parties.
(d) Omnibus Consent to Assignment of Certain Contracts. With respect to any technology platform license agreements, client delivery services agreements, research and development services agreements, strategic management services agreements, and administrative services agreements, and other similar agreements from time to time in effect after the Effective Date, in each case, between any Borrower and any Foreign Subsidiary (as the same may be amended, restated or otherwise modified from time to time) that prohibit or otherwise do not permit the assignment of the rights therein by such Borrower, Borrowers shall deliver a general consent to assignment which allows such agreements to be assigned to such Borrower’s financing sources and which is consented to by such Foreign Subsidiaries.
(e) The Borrower Representative will promptly notify the Administrative Agent if If any Borrower material assets (including any real property or improvements thereto or any other interest therein) are acquired by any Loan Party acquires any real or personal property with a fair market value in excess of $25,000,000 after the Effective Date (other than assets constituting Collateral under the Security Agreements Agreement that are, as a result of actions previously taken, automatically become subject to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for Lien under the benefit of the Lender Parties) Security Agreement upon acquisition thereof), the Borrowers will (i) notify the Lender, and, if requested by the Administrative Agent or the Required Lenders and subject to the terms and conditions of this AgreementLender, the Borrowers will promptly cause such assets to be subjected to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) Lien securing the applicable Secured Obligations and will (ii) take, and cause, as reasonably practicable, the cause each applicable Loan Parties Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the LoanLoan Parties.
(f) Each Borrower acknowledges that it has no Material Subsidiaries, which as of the Effective Date, are not Loan Parties or Pledged Entities hereunder and under the other Loan Documents.
Appears in 1 contract
Samples: Revolving Loan Credit Agreement
Additional Collateral; Further Assurances. (a) Subject to Requirements of Law, each Borrower and each other U.S. Loan Party shall cause (i) any Material Subsidiary created or acquired after To the Effective Date, (ii) any Subsidiary that has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a Material Subsidiary for the purposes of clauses (i) and (ii) shall be as determined as of the most recent date upon which financial statements have been required to be delivered pursuant to Section 5.01(a) or (b)) or (iii) any Domestic Subsidiary or Foreign DRE whose Equity Interests are not held directly or indirectly extent permitted by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes that incurs any Indebtedness for borrowed money (other than intercompany Indebtedness) or Guarantees any such Indebtedness to become, not later than 45 days after the occurrence of any of the foregoing events or determinations, as applicable
(b) To secure the prompt payment and performance of all the U.S. Secured Obligationsapplicable law, each Borrower and each Subsidiary that is Loan Party shall cause each of its subsidiaries formed or acquired after the date of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a U.S. Loan Guarantor or a Foreign Loan Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant, by executing the applicable Collateral Documents (or supplements thereto), Liens to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, in any property of such Loan Party that constitutes Collateral, including any parcel of real property owned by such Loan Party having a fair market value in excess of $500,000.
(b) To the extent permitted by applicable law, Holdings, the Parent Borrower and each Domestic Subsidiary Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of Domestic Subsidiary and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (A) could not reasonably be expected to cause the Domestic Subsidiaries other than Domestic Subsidiaries whose Equity Interests are owned, directly or indirectly, by a undistributed earnings of such Foreign Subsidiary that is treated as a corporation determined for U.S. Federal income tax purposes, purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (B) could not reasonably be expected to cause any material adverse tax consequences) of the Foreign DREs whose issued and outstanding Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes, other than any such Foreign DRE where the assets of such Foreign DRE include Equity Interests of a “controlled foreign corporation” entitled to vote (within the meaning of Treas. Reg. Section 957(a1.956-2(c)(2)) of the Code) that, when aggregated with any other Equity Interests held by any other Affiliates of such Foreign DRE would constitute ownership of greater than 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation (it being understood that, pursuant to paragraph (a) of this Section, such Foreign DRE shall pledge all of its assets which do not constitute Equity Interests in such controlled foreign corporation and such Equity Interest in the controlled foreign corporation such that, when aggregated with the Equity Interests of such controlled foreign corporation pledged by any other Affiliates of the Foreign DRE, the total Equity Interests pledged by the Foreign DRE will constitute a pledge of 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation); (ii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-Tier Foreign Subsidiary that is not a Foreign DRE; and (iii) 100% of the non-voting issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of each First-Tier Foreign Subsidiary that is not a Foreign DRE(including the Canadian Subsidiary Borrower), in each case directly owned by the Parent Borrower or any such Domestic Subsidiary Loan Party, to be subject at all times to a validfirst priority, perfected first priority security interest Lien (subject to Permitted LiensEncumbrances) in favor of the Administrative Agent (for to secure the benefit of the Lender Parties) Secured Obligations pursuant to the terms and conditions of the Loan Documents applicable Collateral Document or other security documents as the Administrative Agent shall reasonably request; provided that, notwithstanding the foregoing, no U.S. Loan Party shall be required to pledge any Equity Interests of PPC Mexico or its subsidiaries. The Borrowers agree that if (x) the.
(c) Subject to Requirements of LawTo the extent permitted by applicable law, each Bermuda Holdings, the Parent Borrower, the Canadian Subsidiary Borrower and each other Bermuda Subsidiary Loan Party will cause 100% of the issued and outstanding Equity Interests (other than director’s qualifying shares) of each Foreign Subsidiary (including the Canadian Subsidiary Borrower and to the extent not otherwise pledged pursuant to paragraph (b) of this Section 5.11) to be subject at all times to a first priority, perfected Lien (subject to Permitted Encumbrances) in favor of the Administrative Agent to secure the Canadian Secured Obligations pursuant to the terms and conditions of the applicable Collateral Document or other security documents as the Administrative Agent shall cause (i) any Material Subsidiary that is organized under the laws of Bermuda and is created or acquired after the Effective Date, (ii) any Subsidiary that is organized under the laws of Bermuda and has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as areasonably request.
(d) Without limiting the foregoingforegoing and to the extent permitted by applicable law, each Loan Party will, and will cause each Subsidiary of its subsidiaries to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.
(e) The Borrower Representative will promptly notify the Administrative Agent if If any Borrower or any other Loan Party acquires material assets (including any real or personal property with having a fair market value in excess of $25,000,000 500,000 or improvements thereto or any interest therein) are acquired by any Loan Party after the Restatement Effective Date (other than assets constituting Collateral under the Security Agreements Collateral Documents that are, as a result of actions previously taken, automatically become subject to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for Lien created by the benefit of the Lender Parties) applicable Collateral Document upon acquisition thereof), such Loan Party will notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders and subject to the terms and conditions of this Agreementextent permitted by applicable law, the Borrowers such Loan Party will promptly cause such assets to be subjected to a validLien securing the Secured Obligations (in the case of assets of Holdings, perfected first priority security interest the Parent Borrower or mortgage lien any Domestic Subsidiary Loan Party) or the Canadian Secured Obligations (subject to Permitted Liens) in favor the case of assets of the Administrative Agent (for the benefit of the Lender PartiesCanadian Subsidiary Borrower or any Foreign Subsidiary Loan Party) securing the applicable Secured Obligations and will take, and cause, as reasonably practicable, the applicable Loan Parties to take, take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such LiensLiens (subject to any exceptions set forth in the Collateral Documents), including actions described in paragraph (d) of this Section 5.11, all at the expense of the LoanLoan Parties.
(f) Notwithstanding the foregoing, the Administrative Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such security interest (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Subject to Requirements Upon the request of Lawthe Agent, each Borrower and each other U.S. Loan Party shall cause (i) any Material Subsidiary created or acquired after grant Liens to the Effective DateAgent, (ii) any Subsidiary that has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a Material Subsidiary for the purposes benefit of clauses (i) the Agent and the Secured Parties, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in any Property of such Loan Party which constitutes Collateral, including any parcel of real Property located in the U.S. owned by any Loan Party and (ii) shall be as determined as in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the most recent date upon which financial statements have been type required to be delivered pursuant to by Section 5.01(a) or 4.1 (b)) or (iii) any Domestic Subsidiary or Foreign DRE whose Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes that incurs any Indebtedness for borrowed money (other than intercompany Indebtedness) or Guarantees any such Indebtedness to become, not later than 45 days after the occurrence of any of the foregoing events or determinations, as applicable).
(ba) To secure the prompt payment and performance of all the U.S. Secured Obligations, each Borrower and each Subsidiary that is a U.S. Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests Capital Stock of each of (A) the Domestic Subsidiaries other than Domestic Subsidiaries whose Equity Interests are owned, directly or indirectly, any Person owned by a Foreign Subsidiary that is treated as a corporation for U.S. Federal income tax purposes, and (B) the Foreign DREs whose Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes, other than any such Foreign DRE where the assets of such Foreign DRE include Equity Interests of a “controlled foreign corporation” (within the meaning of Section 957(a) of the Code) that, when aggregated with any other Equity Interests held by any other Affiliates of such Foreign DRE would constitute ownership of greater than 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation (it being understood that, pursuant to paragraph (a) of this Section, such Foreign DRE shall pledge all of its assets which do not constitute Equity Interests in such controlled foreign corporation and such Equity Interest in the controlled foreign corporation such that, when aggregated with the Equity Interests of such controlled foreign corporation pledged by any other Affiliates of the Foreign DRE, the total Equity Interests pledged by the Foreign DRE will constitute a pledge of 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation); (ii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-Tier Foreign Subsidiary that is not a Foreign DRE; and (iii) 100% of the non-voting Equity Interests of each First-Tier Foreign Subsidiary that is not a Foreign DRE, Loan Party to be subject at all times to a validfirst priority, perfected first priority security interest (subject to Permitted Liens) Lien in favor of the Administrative Agent (for the benefit of the Lender Parties) pursuant to the terms and conditions of the Orders and the Loan Documents or other security documents as the Administrative Agent shall reasonably request; provided thatthat with the written approval of the Agent upon request of the Borrower (such approval to be in the Agent’s discretion) the pledge of Capital Stock with respect to any Foreign Subsidiary may be limited to 65% (or such greater percentage that in the Agent’s determination and discretion, notwithstanding due to a change in an applicable law after the foregoingdate hereof, no (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. Loan Party shall federal income tax purposes to be required treated as a deemed dividend to pledge such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any Equity Interests material adverse tax consequences) of PPC Mexico the issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each Foreign Subsidiary directly owned by the Borrower or its subsidiaries. The Borrowers agree that if (x) theany Domestic Subsidiary.
(c) Subject to Requirements of Law, each Bermuda Borrower and each other Bermuda Loan Party shall cause (i) any Material Subsidiary that is organized under the laws of Bermuda and is created or acquired after the Effective Date, (ii) any Subsidiary that is organized under the laws of Bermuda and has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a
(db) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, shall execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Loan Parties.
(e) The Borrower Representative will promptly notify the Administrative Agent if any Borrower or any other Loan Party acquires any real or personal property with a fair market value in excess of $25,000,000 (other than assets constituting Collateral under the Security Agreements that are, as a result of actions previously taken, automatically subject to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) upon acquisition thereof), and, if requested by the Administrative Agent or the Required Lenders and subject to the terms and conditions of this Agreement, the Borrowers will promptly cause such assets to be subjected to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) securing the applicable Secured Obligations and will take, and cause, as reasonably practicable, the applicable Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, all at the expense of the Loan
Appears in 1 contract
