ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) Unless the Required Lenders otherwise agree, promptly after (i) the formation or acquisition (provided that nothing in this Section 6.10 shall be deemed to authorize the acquisition of any entity not otherwise permitted hereunder) of any Subsidiary not listed on Schedule 5.01, (ii) the domestication of any Foreign Subsidiary, (iii) the occurrence of any other event creating a new Subsidiary, or (iv) a Subsidiary ceases to be, or the Borrower desires that such Subsidiary cease to be, an Inactive Subsidiary, the Borrower shall cause to be executed and delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security Agreement and New Mortgages from each such Subsidiary that is not a Foreign 956 Subsidiary, together with related documents with respect to such Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions), (i) (Secretary Certificate - Incumbency, Organic Documents), (j) (Certified Organic Documents, Certificate of Good Standing), (p) (Legal Opinion) and (s) (Borrower Certificate - Exhibit F), all in form and substance satisfactory to the Administrative Agent.
(b) In the event that any Foreign Subsidiary ceases to be a Foreign 956 Subsidiary, the Borrower shall cause to be executed and delivered a counterpart to the Guaranty Agreement and the Subsidiary Pledge and Security Agreement (with respect to all property except for more than 65% of the Capital Securities of any other Foreign 956 Subsidiary) and New Mortgages from such Foreign Subsidiary and if such Foreign Subsidiary is a direct Subsidiary of the Borrower or of a Domestic Subsidiary, the Borrower shall, or shall cause such Domestic Subsidiary to, pledge 100% of the Capital Securities of such Foreign Subsidiary to the Collateral Agent for the benefit of the Secured Parties pursuant to the Borrower Pledge and Security Agreement or the Subsidiary Pledge and Security Agreement, as applicable, together with related documents with respect to such Foreign Subsidiary of the kind described in Section 4.01(h) (Secretary Certificate - Resolutions), (i) (Secretary Certificate - Incumbency, Organic Documents), (j) (Certified Organic Documents, Certificate of Good Standing), (p) (Legal Opinion) and (s) (Borrower Certificate - Exhibit F), all in form and substance satisfactory to the Administrative Agent.
(c) In the event that any Foreign 956 Subsidiary which is a direct Subsidiary of the Borrower or of a Domestic Subsidiary ceases to be, or the Bo...
ADDITIONAL CREDIT PARTIES AND COLLATERAL. Promptly after (i) the formation or acquisition of any Material Subsidiary not listed on Schedule 5.1(m), (ii) the transfer of assets to any Consolidated Company if notice thereof is required to be given pursuant to Section 6.1(g)(xii) and as a result thereof the recipient of such assets becomes a Material Subsidiary, or (iii) the occurrence of any other event creating a new Material Subsidiary, Sponsor shall cause to be executed and delivered a Guaranty Agreement from each such Material Subsidiary, together with related corporate authorization documents, organizational documents, secretary's certificates and opinions, all in form and substance satisfactory to the Servicer and the Required Participants.
ADDITIONAL CREDIT PARTIES AND COLLATERAL. Promptly ---------------------------------------- after (i) the formation or acquisition (provided that nothing in this Section shall be deemed to authorize the acquisition of any entity) of any Subsidiary not listed on Schedule 5.01, (ii) the domestication of any Foreign ------------- Subsidiary, or (iii) the occurrence of any other event creating a new Subsidiary, Intermet shall execute and deliver, and cause to be executed and delivered (x) in the case of Foreign Subsidiary, if, in the reasonable opinion of Intermet's accountants, delivery of a Guaranty Agreement would cause Intermet to be subject to tax on the undistributed earnings and profits of such Subsidiary pursuant to Subpart F of Part III, Subchapter N of the Internal Revenue Code, a Pledge Agreement with respect to 49% of the capital stock of such Subsidiary if it is a Foreign Subsidiary directly owned by Intermet or a Subsidiary that is not, and is not directly or indirectly controlled by, a Foreign Subsidiary, and (y) a Guaranty Agreement from each such Subsidiary that is not a Foreign Subsidiary whose stock has been pledged to the extent and in accordance with subsection (x) hereof, together with related documents with respect to such new Subsidiary (or the pledgor of its stock) of the kind described in Section 4.01 (e), (f), (g), (h), (i) and (p), all in form and ------------ --- --- --- --- --- --- substance satisfactory to the Agent and the Required Lenders.
ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) Unless the Required Lenders otherwise agree, promptly after (i) the formation or acquisition (provided that nothing in this Section shall be deemed to authorize the acquisition of any entity not otherwise permitted hereunder) of any Subsidiary not listed on Schedule 5.01 (unless such Subsidiary holds no assets and conducts no business), (ii) the domestication of any Foreign Subsidiary, (iii) the occurrence of any other event creating a new Subsidiary, or (iv) Intermet desires that an existing Subsidiary which is designated as "inactive" on Schedule 5.01 be designated as "active", Intermet shall cause to be executed and delivered a counterpart to the Guaranty Agreement from each such Subsidiary that is not a Foreign 956 Subsidiary, together with related documents with respect to such Subsidiary of the kind described in Section 4.01(e), (f), (g), (h) and (o), all in form and substance satisfactory to the Administrative Agent and the Required Lenders.
(b) In the event that any Foreign Subsidiary ceases to be a Foreign 956 Subsidiary, Intermet shall cause to be executed and delivered a counterpart to the Guaranty Agreement from such Foreign Subsidiary.
ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) Within 30 days after the formation or acquisition of any Material Subsidiary which is not listed on Schedule 6.13, after the domestication of any Foreign Subsidiary, if after such domestication, such Subsidiary would constitute a Material Subsidiary, or after the occurrence of any other event creating a new Material Subsidiary, Interface shall cause such Material Subsidiary to execute and deliver such documents as are necessary for such Material Subsidiary to become a Guarantor under the Domestic Guaranty Agreement, to execute and deliver such documents as are necessary to have such Material Subsidiary become a Grantor under the Pledge and Security Agreement, and to deliver to the Domestic Agent documents of the kind described in Sections 5.01(c), (e), (f), (g), and (h), all in form and substance satisfactory to the Domestic Agent and the Collateral Agent.
(b) No assets acquired by any Credit Party (whether directly in an asset purchase transaction or by virtue of the stock of a Person or otherwise, but excluding Inventory purchased in the ordinary course of business) shall be included in the Domestic Borrowing Base until such time as the Domestic Agent shall have, at Borrower’s expense, completed such field examinations, appraisals, audits, and investigations with respect to such assets or Person and found the results thereof to be satisfactory in its commercially reasonable discretion and, in the case of a stock transaction, all instruments, agreements, and documents required to be delivered pursuant to Sections 7.11 and 7.13 with respect to the Person so acquired shall have been executed and delivered or completed, as applicable.
ADDITIONAL CREDIT PARTIES AND COLLATERAL. Promptly after (i) the formation or acquisition of any Material Subsidiary not listed on Schedule 6.13, (ii) the transfer of assets to any Consolidated Company if notice thereof is required to be given pursuant to Section 7.07(r) and as a result thereof the recipient of such assets becomes a Material Subsidiary, (iii) the domestication of any Foreign Subsidiary that is a Material Subsidiary, or (iv) the occurrence of any other event creating a new Material Subsidiary (other than Interface SPC which shall not be deemed to be a Material Subsidiary for the purposes of this Section 7.11), Interface shall cause to be executed and delivered a Guaranty Agreement from each such Material Subsidiary that is not a Foreign Subsidiary, together with related documents of the kind described in Section 5.01(c), (e), (f), (g), (h), and (q), all in form and substance satisfactory to the Co-Agents.
ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) Within 30 days after the formation or acquisition of any Material Subsidiary which is not listed on Schedule 6.13, after the domestication of any Foreign Subsidiary, if after such domestication, such Subsidiary would constitute a Material Subsidiary, or after the occurrence of any other event creating a new Material Subsidiary, Interface shall cause such Material Subsidiary to execute and deliver such documents as are necessary for such Material Subsidiary to become a Guarantor under the Domestic Guaranty Agreement, to execute and deliver such documents as are necessary to have such Material Subsidiary become a Grantor under the Subsidiary Pledge and Security Agreement, and to deliver to the Domestic Agent documents of the kind described in Sections 5.01(c), (e), (f), (g), and (h), all in form and substance satisfactory to the Domestic Agent and the Collateral Agent.
(b) [Intentionally Omitted].
ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) As soon as practicable and in any event within 5 days after any Person becomes a Subsidiary of any Credit Party, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall cause (i) such Person to execute and deliver a supplement to this Agreement substantially in the form of Exhibit K hereto (each a "Credit Agreement Supplement"), with such Person being referred to as an "Additional Credit Party" and becoming a Credit Party, and all other instruments and documents, including, but not limited to, a supplement to the Guaranty and a supplement to the Security Agreement, that may be necessary, or that the Agent may request, in order to enable the Agent to exercise its rights hereunder, (ii) such Person to furnish to the Agent and the Banks all of the schedules and exhibits to this Agreement and the Security Agreement, including schedules on existing Liens and Indebtedness, (iii) all of the capital stock of such Person owned by any of the Credit Parties to be delivered to the Agent (together with undated stock powers signed in blank) and pledged to the Agent pursuant to the Security Agreement and (iv) such Person to deliver such other documentation as the Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC- 1 financing statements, insurance policies, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Agent's Liens thereunder) and, to the extent applicable, other items of the types required to be delivered pursuant to Section 6.12(a), all in form, content and scope reasonably satisfactory to the Agent. Without limiting the generality of the above, the Credit Parties will cause 100% of the capital stock in each direct or indirect Subsidiary of the Borrower to be subject at all times to a first priority, perfected Lien in favor of the Agent pursuant to the terms and conditions of the Security Agreement.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire any personal property required to be delivered to the Agent as Collateral under the Security Agreement, the Borrower shall promptly (and in any event within three (3) Business Days) notify...
ADDITIONAL CREDIT PARTIES AND COLLATERAL. Promptly after the formation, creation or acquisition (provided that nothing in this Section 9.10 shall be deemed to authorize the acquisition of any entity) of any Subsidiary not listed on Schedule 6.13 or the name change of any Subsidiary listed on Schedule 6.01, Xxxxxx shall execute and deliver, and cause to be executed and delivered a Guaranty Agreement from each such Subsidiary, together with related documents of the kind described in Article IV as Agent shall require, all in form and substance satisfactory to the Agent and the Required Lenders.
ADDITIONAL CREDIT PARTIES AND COLLATERAL. (a) Within sixty (60) days after the Closing Date, deliver to the Collateral Agent, for the benefit of the Lenders, duly executed Pledge Agreements with respect to the Pledged Stock, together with such certificates as may evidence such Pledged Stock, with appropriate stock powers and endorsements, together with such opinions, officer's certificates and other evidence as to the enforceability and priority of the Liens, all in form and substance satisfactory to the Collateral Agent.
(b) Promptly after (i) the formation or acquisition of any Subsidiary not listed on SCHEDULE 5.01, (ii) the domestication of any Foreign Subsidiary that is a Subsidiary, or (iii) the occurrence of any other event creating a new Subsidiary, Borrower shall execute and deliver, and cause to be executed and delivered (x) a Pledge Agreement with respect to 65% of the capital stock of such Subsidiary if it is a Foreign Subsidiary directly owned by Borrower or a Subsidiary that is not, and is not directly or indirectly controlled by, a Foreign Subsidiary, and (y) a Guaranty Agreement from each such Subsidiary that is not a Foreign Subsidiary, together with related documents of the kind described in Section 4.01(d), (e), (f), (g), (h), and (k), all in form and substance satisfactory to the Agent.
