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Common use of Additional Guarantors Clause in Contracts

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc)

Additional Guarantors. (ai) IfSubject to Section 10.21(c)(ii), as the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the date of the most recently available financial statements delivered pursuant Restricted Group becomes an Additional Guarantor under this Agreement. (ii) Any such Person referred to in Section 5.01(a10.21(c)(i) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (iA) In such Person and the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as Company deliver to the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (xxxx completed and remains in effect), a executed joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent; (B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor; (C) the Administrative Agent (for and on behalf of the Lenders) shall have received, (2) deliver at least three Business Days prior to the Administrative Agentdate of accession of such Person as an Additional Guarantor, each Issuing Bank and each Lender all documentation and other information about such Person required by bank regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including under the USA PATRIOT Act and Beneficial Ownership Regulations (3) (x) deliver such information to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentinclude, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary each Finance Party (acting reasonably), that owns real property. (b) If has been requested by the Administrative Agent, Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent shall receive and for itself) in writing at least ten days prior to the date of accession of such Person as an opinion of counsel for the Borrower Additional Guarantor; (or local counsel to D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to the extent customary in an Applicable Foreign Jurisdiction) such Person, each in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents.Agent; and (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of extent required by any limited liability company agreements Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other organizational documents for any Subsidiary of relevant capacity) or an Additional Guarantor (as defined thereunder). (iii) The Administrative Agent shall notify the Borrower, Company and the certification of uncertificated securities or Lenders promptly upon being satisfied that the delivery of any director resignation letters conditions specified in respect of any Foreign SubsidiariesSection 10.21(c)(ii) have been satisfied.

Appears in 4 contracts

Samples: Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Amendment Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant from time to Section 5.01(a) or (b), as the case may betime, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated Person qualifies as a Material Domestic Subsidiary by Guarantor, the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In if such Person is a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the case of date any such Subsidiary that becomes (or is so designated asPerson meets the requirements for becoming a Guarantor as set forth in this Section 6.12) become a Material Domestic Subsidiary, within 30 days (Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such longer period of time other documents or materials as the Administrative Agent may agree in its sole discretion) after delivery of shall reasonably deem appropriate for such financial statementspurpose, (1ii) provide the Administrative Agent with notice thereof, and (iii) cause such Material Domestic Subsidiary Person to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary deliver to the Administrative Agent documents of the types referred to in clauses (iii) and remains in effect(iv) of Section 4.01(a), a joinder agreement to such Guaranty all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (2whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (b) Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder in accordance with the following: (i) the Borrower shall deliver to the Administrative Agent, each Issuing Bank not less than ten (10) days and each Lender all documentation and other information required by bank regulatory authorities under applicable “knownot more than forty-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and five (345) (x) deliver days prior to the Administrative Agent any certificates representing anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the Collateral consisting of Equity Interests issued by such Material Domestic applicable Subsidiary Guarantor; and (to the extent such Equity Interests are certificatedii) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable have reviewed and approved (in writing) the request for release delivered pursuant to grant subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected ’s approval thereof. Notwithstanding any language to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case contrary above, so long as a Responsible Officer of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to Parent) has certified in a compliance certificate (and the Administrative Agent to has no evidence or information which brings into reasonable doubt the extent customary in an Applicable Foreign Jurisdictionveracity of such certifications) in form that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested issued by the Administrative Agent relating to any Guaranty or joinder agreement or within the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as 10-day time period specified in subsection (b)(ii). Upon satisfaction of each of the date above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents. Administrative Agent shall, (B) to take any action with respect to any assets located outside upon written request therefore, provide a written confirmation of the United States other than, with respect to the pledge release of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesapplicable Guarantor hereunder.

Appears in 4 contracts

Samples: Credit Agreement (Tanger Properties LTD Partnership /Nc/), Credit Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)

Additional Guarantors. (a) If, Prior to the inclusion of a Property as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower an Unencumbered Property hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as notify the Administrative Agent may agree in its sole discretionwriting of any Required Subsidiary Guarantor that is not at such time a Guarantor (each such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to provide the Administrative Agent, Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (2iii) deliver to provide the Administrative Agent, each Issuing Bank Agent and each Lender with all documentation and other information required by bank regulatory authorities concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Act; (3iv) (x) if requested by the Administrative Agent, deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateralitems referenced in Section 4.01(a)(iii), (yiv) and (vi) with respect to each Proposed Subsidiary Guarantor; (v) if requested by the Administrative Agent, deliver to the Administrative Agent such joinder agreementsa favorable opinion of counsel, amendments and supplements which counsel shall be reasonably acceptable to the relevant Security Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) cause each Proposed Subsidiary Guarantor to become a Guarantor under this Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit G or such other documents document as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, appropriate for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertypurpose. (b) If requested Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel any Lender with respect to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance any Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Sectioneach Lender, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors Subsidiary shall not be requiredpermitted to become a Guarantor, nor and for the avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Proposed Subsidiary Guarantor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiariesincluded as an Unencumbered Property, in each case as expressly required herein or by without the Loan Documents, (B) to take any action with respect to any assets located outside prior written consent of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO Administrative Agent and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesRequired Lenders.

Appears in 4 contracts

Samples: Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust), Credit Agreement (Acadia Realty Trust)

Additional Guarantors. (a) IfNotify the Administrative Agent (i) at the time that any Person becomes a wholly owned Domestic Subsidiary that is a Material Subsidiary or a non-wholly owned Domestic Subsidiary that is a Material Subsidiary not subject to any restrictions to provide a Guaranty, as of or (ii) at the date of the most recently available financial statements delivered pursuant to Section 5.01(atime a Domestic Subsidiary acquires or creates a Subsidiary that complies with clauses (a) or (b) of the definition of Material Subsidiary, and, in each case, promptly thereafter (and in any event within sixty days), as the case may beBorrower shall or shall cause such Person to the extent such Person is a Domestic Subsidiary of the type identified in clause (a)(i) or (a)(ii) above, any Subsidiary shall have become a Material Domestic Subsidiary Guarantor (or shall be otherwise designated as if it is not already a Material Domestic Subsidiary Guarantor) by executing and delivering to the Borrower hereunder or under Administrative Agent a counterpart of the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (Guaranty or such longer period of time other document as the Administrative Agent may agree shall deem appropriate for such purpose, and deliver to the Administrative Agent documents of the types referred to in its sole discretionclauses (iv) after delivery and (v) each of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effectSection 4.01(a), a joinder agreement favorable opinions of counsel to such Guaranty Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in form this clause (a) above) and substance an updated Schedule 5.13, all in form, content and scope reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested In addition, the Borrower will not at any time permit either (i) the aggregate revenue generated by all Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to exceed an amount equal to ten percent (10%) of the consolidated aggregate revenues generated by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel Borrower and its Subsidiaries for the Reference Period most recently ended or (ii) the aggregate book value of the aggregate assets of all Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to exceed ten percent (10%) of the then current book value of all assets of the Borrower (or local counsel and its Subsidiaries on a consolidated basis. The Borrower shall require certain Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to the Administrative Agent become Guarantors hereunder to the extent customary in necessary to comply at all times with the preceding sentence and such Domestic Subsidiary shall thereafter remain a Guarantor hereunder. An Excluded Subsidiary that shall have become a Guarantor shall at all times thereafter cease to be treated as an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as Excluded Subsidiary for purposes of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code calculations set forth in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesfirst sentence hereof.

Appears in 4 contracts

Samples: Term Loan Agreement (Panera Bread Co), Credit Agreement (Panera Bread Co), Term Loan Agreement (Panera Bread Co)

Additional Guarantors. (a) IfInitial Borrower will cause each of its First Tier Domestic Subsidiaries and each of its First Tier Foreign Subsidiaries, as of the date of the most recently available financial statements delivered pursuant whether newly formed, after acquired or otherwise existing, to Section 5.01(apromptly (and in any event within thirty (30) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any days after such Subsidiary that becomes (is formed or is so designated as) a Material Domestic Subsidiary, within 30 days acquired (or such longer period of time as agreed to by the Administrative Agent may agree in its sole reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement; provided that, First Tier Foreign Subsidiaries shall not be required to become a Guarantor if it would be unlawful or would cause any material adverse tax consequences to the Initial Borrower or such First Tier Foreign Subsidiary. The Initial Borrower may also at any time voluntarily cause any of its Wholly Owned Subsidiaries (other than First Tier Domestic Subsidiaries or First Tier Foreign Subsidiaries) to become a Guarantor hereunder by way of execution of a Joinder Agreement. In addition, Initial Borrower shall, and shall cause CSI to, enter into the Guaranty Agreement prior to or simultaneous with CSF becoming a Borrower hereunder and shall maintain, and shall cause CSI to maintain, the Guaranty Agreement in full force and effect and shall perform and observe all of the terms and provisions of the Guaranty Agreement to be performed or observed by it, and cause CSI to do the same, until such time as the Release Condition has been satisfied. Upon satisfaction of the Release Condition, the Guaranty Agreement shall be terminated and the Administrative Agent shall promptly (and in any event within five (5) Business Days after delivery the written request of the Initial Borrower) execute such financial documents as may reasonably be requested by the Initial Borrower to evidence such termination. (b) At the time that any Person becomes a Guarantor, such Guarantor shall provide the Agent with (i) a joinder to the Security Agreement, together with such other security documents, as well as appropriate financing statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty all in form and substance reasonably satisfactory to the Administrative Agent, (2including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens which by operation of law or contract have priority over the Liens securing the Credit Party Obligations) deliver in and to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including Collateral of such Guarantor covered thereby in a manner consistent with the USA PATRIOT Act and (3) (x) deliver to requirements of the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded CollateralSecurity Agreement), (yii) deliver a joinder to the Administrative Agent Pledge Agreement and appropriate certificates and powers or financing statements, as applicable, hypothecating the Collateral of such joinder agreements, amendments Guarantor covered by the Pledge Agreement and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit all of the Secured Partiesdirect or beneficial ownership interest in such new Guarantor, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent, (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens which by operation of law or contract have priority over the Liens securing the Credit Party Obligations) in respect and to the Collateral of matters reasonably such Guarantor and such interest in such Guarantor covered thereby in a manner consistent with the requirements of the Pledge Agreement), and (iii) if requested by the Administrative Agent, opinions of counsel reasonably satisfactory to Agent relating with respect to, among other things, the execution and delivery of the applicable documentation referred to any Guaranty in Section 5.9(a) above and this Section 5.9(b). Any document, agreement, or joinder agreement instrument executed or the amendments and supplements to the Security Documents or additional Security Documents delivered issued pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSection 5.9 shall be a Credit Document. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with With respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower that becomes a Guarantor on or after December 23, 2008, if requested by the Initial Borrower, the certification obligations of uncertificated securities such Guarantor under the Guaranty may be terminated and the Administrative Agent shall execute such documents as may reasonably be requested by the Initial Borrower to evidence such termination; provided, however, that such termination shall include a release of all Collateral owned by such Guarantor and such termination and release shall be permitted only if (i) such release of Collateral would otherwise be permitted pursuant to clauses (i) or (ii) of Section 8.11(a); (ii) no Default or Event of Default shall have occurred and be continuing either immediately prior to or immediately after giving effect to such termination and release; (iii) the delivery Credit Parties are in pro forma compliance with Section 5.32, both before and after giving effect to such termination and release; and (iv) all costs and expenses of such release notified to any director resignation letters in respect of any Foreign SubsidiariesCredit Party are paid for by the Credit Parties.

Appears in 3 contracts

Samples: Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc)

Additional Guarantors. (a) If, as Prior to or concurrent with the execution and delivery of a Metal Purchase Contract by a Subsidiary of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become Borrower which is not already a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallGuarantor: (i) In the case of any Borrower shall forthwith cause such Subsidiary that becomes to duly execute and deliver to the Administrative Agent a Guarantee; (ii) the Borrower shall forthwith deliver, or is so designated ascause to be delivered to, the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (A) a Material Domestic duly certified copy of the articles of incorporation or similar documents and by-laws of such Subsidiary; (B) a certificate of status or good standing for such Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Subsidiary is incorporated; (C) a duly certified copy of the resolution of the board of directors of such Subsidiary authorizing it to execute, deliver and perform its obligations under each Credit Document to which such Subsidiary is a signatory; (D) a certificate of an officer of such Subsidiary, within 30 days in such capacity, setting forth specimen signatures of the individuals authorized to sign the Guarantee to which such Subsidiary is a signatory; (or E) requisite information to identify the Subsidiary under applicable “know your client” legislation; and (F) an opinion of such longer period Subsidiary’s counsel addressed to the Credit Parties and their counsel, relating to the status and capacity of time such Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the Guarantee by virtue of its execution of the Guarantee in the jurisdiction of incorporation of such Subsidiary and in the Province of Ontario and such other matters as the Administrative Agent may agree in its sole discretionreasonably request; (iii) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary counsel shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary satisfied, acting reasonably, that owns real property. (b) If requested by the Administrative Agentall necessary approvals, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form acknowledgements, directions and substance reasonably satisfactory to the Administrative Agent consents have been given and that all relevant laws have been complied with in respect of matters reasonably requested by the Administrative Agent relating all agreements and transactions referred to any Guaranty or joinder agreement or the amendments herein; and supplements to the Security Documents or additional Security Documents delivered pursuant to whereupon such Subsidiary shall become an Additional Guarantor for all purposes of this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 3 contracts

Samples: Loan Agreement (Silver Wheaton Corp.), Bridge Loan Agreement (Silver Wheaton Corp.), Loan Agreement (Silver Wheaton Corp.)

Additional Guarantors. (a) If, as In the event that any Person becomes a Domestic Subsidiary of the date of Borrower or any other Loan Party (other than the most recently available financial statements delivered pursuant to Section 5.01(a) or (bScilex Subsidiary), as the case may be, any Subsidiary Borrower or such Loan Party shall have become within thirty (30) days after such Person becomes such a Material Domestic Subsidiary (or shall be otherwise designated such later date as a Material Domestic Subsidiary agreed to by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall:Agent): (i) In the case of any cause such Subsidiary that becomes (to become an Additional Guarantor by executing and delivering to the Agent a Joinder Agreement and, where applicable, all Collateral Documents necessary to grant a first priority Lien in favor of the Agent in all assets owned or is so designated as) a Material Domestic Subsidiaryheld by such Subsidiary of the type constituting Collateral, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty each case in form and substance reasonably satisfactory to the Administrative Agent, (2ii) deliver cause itself or any of its other Subsidiaries that holds the Equity Interests of such Subsidiary to take any additional actions required by the Collateral Documents or hereunder necessary to grant a perfected first-priority Lien in such Equity Interests in favor of the Agent, including by, where applicable, delivering to the Administrative Agent originals of the certificates representing such Equity Interests, together with an original of an undated transfer power for each such certificates executed in blank by an Authorized Officer (and, where applicable, a power of attorney authorizing the Agent to transfer such Equity Interests) and any other instruments required by the Collateral Documents or hereunder necessary for the perfection of the Lien in such Equity Interests in favor of the Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3iii) (x) deliver take all such other actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates as are reasonably requested by the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (similar to the extent such Equity Interests are certificated and other than Excluded Collateral), ones described in Section 3.1 clauses (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateralc) and (zj); and (b) take all actions necessary to cause such Lien to be duly perfected send to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, written notice setting forth (i) deliver to the Administrative Agent date on which such amendments and supplements to the relevant Security Documents or such additional Security Documents (including Person became a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentSubsidiary, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause of the data regarding such Lien Person that was required to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code set forth in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, Disclosure Schedules with respect to the pledge of Loan Parties, and such written notice, upon approval by the Equity Interests of any Material Foreign SubsidiaryAgent, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed deemed to supplement the Disclosure Schedules for all purposes under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO this Agreement and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesLoan Documents.

Appears in 3 contracts

Samples: Term Loan Agreement (Sorrento Therapeutics, Inc.), Term Loan Agreement (Sorrento Therapeutics, Inc.), Term Loan Agreement (Sorrento Therapeutics, Inc.)

Additional Guarantors. (a) IfThe Company shall ensure that any Material Subsidiary (other than a Designated Material Subsidiary) which is not at any time a Guarantor, as shall, unless prohibited by law or the terms of a contract with a person who is not a member of the Group, become an Additional Guarantor within 45 days of the date of receipt by the most recently available Company of the audited financial statements delivered pursuant by reference to Section 5.01(a) or (b)which the relevant PGS Subsidiary is demonstrated to be a Material Subsidiary or, as if earlier, the case may be, any date on which the Company otherwise becomes aware that the relevant PGS Subsidiary shall have has become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested Subject to paragraph (c) below, if at any time the aggregate gross assets of the Company and the Guarantors do not constitute at least 50% of the total gross assets of the Group (calculated by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel reference to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as then latest audited consolidated financial statements of the date Group and the then latest audited financial statements of such Guaranty or joinder agreement, amendments the Company and supplements or additional Security Documentsthe Guarantors) (the "Minimum Guarantor Threshold") then the Company shall ensure that sufficient other PGS Subsidiaries become Additional Guarantors to ensure that the aggregate gross assets of the Company and the Guarantors do constitute at least 50% of the total gross assets of the Group. (c) Notwithstanding The Company shall not be obliged to procure that a PGS Subsidiary becomes an Additional Guarantor under paragraph (b) above if such PGS Subsidiary is prohibited by law or by the foregoing, terms of a contract with a person who is not a member of the Borrower Group from becoming an Additional Guarantor. If all of the PGS Subsidiaries which are not so prohibited have become Guarantors and the aggregate gross assets of the Company and the Guarantors do not constitute at least the Minimum Guarantor Threshold (as defined in paragraph (b) above) then no Event of Default will occur. (d) The Company shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means ensure that no PGS Subsidiary enters into a contract with a person which would prohibit that PGS Subsidiary from becoming an Additional Guarantor other than by (1) filings pursuant to the Uniform Commercial Code any such contract entered into in good faith in the office ordinary course of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign that PGS Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries's business.

Appears in 3 contracts

Samples: Indenture (Petroleum Geo Services Asa), Indenture (Petroleum Geo Services Asa), Indenture (Petroleum Geo Services Asa)

Additional Guarantors. (a) IfIn the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) Xxxx Realty OP, or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall Xxxx OP be otherwise designated included as a Material Domestic Subsidiary Poolan Unencumbered Property as contemplated by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated Section 2.28 and such Real Estate is approved for inclusion as a Material Foreign Subsidiary by Poolan Unencumbered Property in accordance with the Borrower hereunder or under the Term Loan Agreement)terms hereof, then the Borrower shall: (i) In the case of any , as a condition to such Subsidiary that becomes (or is so designated as) Real Estate being included as a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary Poolan Unencumbered Property but subject to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effectSection 5.11(d), a joinder agreement cause each PoolUnencumbered Property Owner, and any other Subsidiary of Borrower, Xxxx Realty OP, or Xxxx OP which owns an interest in such PoolUnencumbered Property Owner, to such Guaranty in form execute and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent a Joinder Agreement on or before the deadline for the delivery of the next Compliance Certificate pursuant to Section 5.1(c), and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any certificates representing Subsidiary of the Collateral consisting Borrower shall constitute a Material Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent and within sixty on or before the deadline for the delivery of Equity Interests issued by such Material Domestic Subsidiary (the next Compliance Certificate pursuant to Section 5.1(60c) calendar days execute and deliver to the extent Administrative Agent a Joinder Agreement, and such Equity Interests are certificatedSubsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and Equity Interests owned by not in contemplation of such Material Domestic Subsidiary (becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to the extent Administrative Agent a Joinder Agreement within five (5) Business Days of such Equity Interests are certificated and other than Excluded CollateralPerson’s becoming a Subsidiary of the Borrower), (y) cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such joinder organizational agreements, amendments resolutions, consents, opinions and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time instruments as the Administrative Agent may agree in its sole discretion) after delivery of such financial statementsreasonably require, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentincluding, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agentwithout limitation, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action Subsidiary Guarantor Organizational Deliverables with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesthereto.

Appears in 3 contracts

Samples: Term Loan Agreement (Sila Realty Trust, Inc.), Revolving Credit Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant The Borrower and each other Credit Party shall ensure that on or prior to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become becoming a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallof any Credit Party: (i) In such Person shall execute and deliver in favour of the case Lender a guarantee of all the obligations of the Credit Parties under this Agreement and all the other Credit Documents; (ii) such Person shall grant any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time and all Security as the Administrative Agent Lender may agree require; (iii) all shares in its sole discretion) after delivery the capital of such financial statementsPerson are pledged to the Lender (and all original share certificates are delivered to the Lender, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into duly endorsed in blank or accompanied by a Material Domestic Subsidiary duly executed stock power transfer form) and all directors of such Person have delivered to the Lender resignations duly executed but undated; (iv) the Lender has received evidence of registration or other perfection of such Security and/or pledge in such jurisdictions as the Lender may require to ensure that such Security and/or pledge creates legal, valid, binding, enforceable and remains first-priority security interests in effect)the assets or shares to which such Security or pledge relates, a joinder agreement enforceable against third parties, trustees in bankruptcy and similar officials; (v) the Lender has received opinions of the counsel to such Guaranty Person relating to, among other things, its subsistence, the due authorization, execution, delivery and enforceability of the Credit Documents to which such Person is a party and the creation and perfection of the Liens against such Person under the Security Documents; (vi) the Lender has received all discharges, subordination agreements, waivers and confirmations as the Lender may require to ensure that all obligations under the Credit Documents are secured by first priority Liens on the property and assets of such Person; and (vii) the Lender has received such other evidence, certificates and documentation as the Lender may request; in each case, in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsLender. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 3 contracts

Samples: Loan Agreement (Gryphon Gold Corp), Loan Agreement (Gryphon Gold Corp), Senior Secured Gold Stream Credit Agreement (Santa Fe Gold CORP)

Additional Guarantors. (a) If, as of In the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, event that any Subsidiary shall have become Person becomes a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or other than any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan AgreementExcluded Subsidiary), then the Borrower shall: Parent shall (i) In in the case of any such an Unrestricted Subsidiary that becomes (or is so designated as) becoming a Material Domestic Subsidiary, within 30 substantially concurrently with the redesignation or deemed redesignation thereof as a Restricted Subsidiary pursuant to Section 5.12 or (ii) otherwise, 60 days thereafter (or such longer period of time as the Administrative Agent may agree in its sole reasonable discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into become a Guaranty, or, if a Guaranty has previously been entered into Guarantor hereunder by a Material Domestic Subsidiary (executing and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver delivering to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Counterpart Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If reasonably requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) Parent in form and substance reasonably satisfactory to the Administrative Agent in respect of such customary matters as may be reasonably requested by the Administrative Agent relating to any Guaranty Counterpart Agreement or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this SectionSection 5.10(a), dated as of the date of such Guaranty agreement. (b) With respect to each Material Domestic Subsidiary of Parent referred to in clause (a) above, Parent shall promptly after delivering the financial statements pursuant to Sections 5.1(a) or joinder agreement(b), amendments as the case may be, send to the Administrative Agent written notice setting forth (i) the date on which such Person became a Material Domestic Subsidiary and supplements or additional Security Documents(ii) all of the data required to be set forth in Schedule 3.12 to the Disclosure Letter; and such written notice shall be deemed to supplement Schedule 3.12 to the Disclosure Letter for all purposes hereof. (c) Notwithstanding Substantially simultaneously upon the foregoingconsummation of a Holdco Transaction, the Borrower Holdings shall become a Guarantor hereunder by executing and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery delivering to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesa Counterpart Agreement.

Appears in 3 contracts

Samples: Revolving Credit and Guaranty Agreement (DoorDash, Inc.), Revolving Credit and Guaranty Agreement (DoorDash Inc), Revolving Credit and Guaranty Agreement (DoorDash Inc)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property[Reserved]. (b) If requested by Loan Guarantees existing on or granted after the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered Effective Date pursuant to Section 5.14 of the Credit Agreement shall be released as set forth in Section 12 of the Facility Guaranty. Loan Guarantees existing on or granted after the Effective Date pursuant to Section 5.14(i)(z) of the Credit Agreement may be released at the option of the Borrower, if at the date of such release, (i) the Indebtedness which required such Loan Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Effective Date and that could not have been Incurred in compliance with this Section, dated Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Loan Guarantee may be released at any time in the Borrower’s sole discretion. The Administrative Agent and the Security Agent (to the extent action is required by them) shall each take all necessary actions requested by the Borrower, including the granting of such Guaranty releases or joinder agreementwaivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, amendments to effectuate any release of a Loan Guarantee in accordance with this Section 4.16(b), subject to customary protections and supplements or additional Security Documentsindemnifications. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be requiredobligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for so long as such entity is an Excluded Subsidiary), nor shall to cause any Restricted Subsidiary to provide a Loan Guarantee to the Administrative Agent extent and for so long as the Incurrence of such Guarantee could reasonably be authorized, (A) expected to take any additional steps give rise to perfect the above described pledges and security interests by any means other than by or result in: (1) filings pursuant to the Uniform Commercial Code in the office any violation of the secretary of state (applicable law or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and regulation; (2) delivery to any liability for the Administrative Agent to be held officers, directors or (except in its possession the case of all Collateral consisting a Restricted Subsidiary that is a partnership) shareholders of stock certificates evidencing Equity Interests issued by the Guarantors such Restricted Subsidiary (other than Holdings) and Material Foreign Subsidiariesor, in each the case as expressly required herein of a Restricted Subsidiary that is a partnership, directors or by shareholders of the Loan Documentspartners of such partnership); (3) any cost, expense, liability or obligation (B) to take any action including with respect to any assets located outside Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to this Section 4.16(c)(1) undertaken in connection with, such Guarantee, which in any case under any of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary clauses (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction1), (C2) and (3) of Section 4.16(c) cannot be avoided through measures reasonably available to make the Borrower or authorize such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any filings with respect to intellectual property Indebtedness of such Restricted Subsidiary existing on the Effective Date that is not prepayable without a prepayment premium (in each case, other than filings with the USPTO and the USCO, (D) Indebtedness Incurred to enter into provide all or any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary portion of the Borrowerfunds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. Notwithstanding anything to the contrary, the certification Borrower will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of uncertificated securities business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor and Pledgor on the delivery date on which the Guarantee is Incurred and, if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of any director resignation letters in respect of any Foreign Subsidiariessuch other Indebtedness and (y) a Pledge Supplement.

Appears in 3 contracts

Samples: Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)

Additional Guarantors. Upon the formation or acquisition of any new direct or indirect Domestic Subsidiaries by any Guarantor other than (ax) If, a Person who was acquired as a Domestic Subsidiary of any Guarantor solely in consideration of the date issuance of equity securities, provided that neither the Company nor any Guarantor is liable with respect to any of the most recently available financial statements delivered Indebtedness of such Person greater than that is otherwise permitted to be incurred pursuant to Section 5.01(a) the Note, or (by) a Person which is subject to one or more contractual or legal restrictions existing prior to the time such Person becomes a Domestic Subsidiary of the Guarantor which prevents such Person from becoming a Guarantor, which restriction(s) is not created in contemplation of or in connection with such Person becoming a Domestic Subsidiary of such Guarantor (provided that such Person shall to the extent it is permitted to do so in light of such restriction(s) grant to the Purchasers a subordinated guaranty or other similar support of the Obligations in a manner which is reasonably satisfactory to all parties), as the case may be, any Subsidiary shall have become a Material such Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as which may be extended by up to additional 10 days by the Administrative Agent may agree in its sole discretionMajority Holders) after delivery of such financial statementsformation or acquisition, (1) cause such Material Domestic Subsidiary to enter into duly execute and deliver to each Purchaser a Guarantyguaranty supplement, or, if a Guaranty has previously been entered into in the form attached hereto as Annex I. Upon the execution and delivery by a Material such Domestic Subsidiary (and remains in effect), of a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agentguaranty supplement, (2a) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required referred to as an “Additional Guarantor” and shall become and be a Guarantor merely due hereunder, and each reference in this Guaranty to its ownership of Equity Interests a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and each reference in any Domestic other Transaction Document to a “Subsidiary that owns real property. Guarantor” shall also mean and be a reference to such Additional Guarantor, and (b) If requested by the Administrative Agenteach reference herein to “this Guaranty”, the Administrative Agent shall receive an opinion “hereunder”, “hereof” or words of counsel for the Borrower (or local counsel like import referring to this Guaranty, and each reference in any other Transaction Document to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect “Subsidiary Guaranty”, “thereunder”, “thereof” or words of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant like import referring to this SectionGuaranty, dated shall mean and be a reference to this Guaranty as of the date of supplemented by such Guaranty or joinder agreement, amendments and supplements or additional Security Documentsguaranty supplement. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Access Integrated Technologies Inc), Securities Purchase Agreement (Access Integrated Technologies Inc), Subsidiary Guaranty (Access Integrated Technologies Inc)

Additional Guarantors. (a) If, as of after the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b)Effective Date, as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In any additional Subsidiary organized under the case laws of the United States or any State or other political subdivision thereof is formed or acquired, which new domestic Subsidiary shall at any time either (x) have total assets with a fair market value of $5,000,000 or more, or (y) be required to become a Collateral Grantor Subsidiary as set forth below in this paragraph (a), or (ii) any Subsidiary (now existing or hereafter formed or acquired, and irrespective of the amount of its total assets) shall become indebted in an aggregate principal amount of $5,000,000 or more on account of Intercompany Debt, the Domestic Borrower will (A) so notify the Administrative Agent, and (B) cause each such Subsidiary that becomes (or is so designated as) to become a Material Domestic Subsidiary"Guarantor" under the Guaranty of Payment, within 30 days (or such longer period jointly and severally with all the other Guarantors, by joining in this Agreement and the Guaranty of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary Payment pursuant to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance documentation reasonably satisfactory to the Administrative Agent, within 10 Business Days (1) in the case of clause (i), after such Subsidiary first achieves such $5,000,000 total asset value or shall first be required to become a Collateral Grantor Subsidiary as applicable; or (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes clause (or is so designated as) a Material Foreign Subsidiaryii), within 90 days (after such Intercompany Debt has reached the said $5,000,000 threshold or such longer period of time requirement to become a guarantor has taken effect, as applicable; provided, however, that the Administrative Agent may agree in its sole discretion) after delivery of such financial statementsUruguayan Subsidiary known as Tainol, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent S.A. shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall not be required to become a Guarantor merely due pursuant to foregoing clause (ii) unless the aggregate principal amount of its ownership Intercompany Debt shall exceed $12,500,000. In addition, if any Subsidiary of Equity Interests the type described in any Domestic Subsidiary that owns real property. clause (bi) If requested by above (including subclause (x) thereof) shall be (or would, in the good faith judgment of the Administrative Agent, ordinarily be) included within the Administrative Agent Domestic Borrower's telephone directory segment, computer systems segment or telecommunications services segment, but is not then a Collateral Grantor Subsidiary, the Domestic Borrower shall receive an opinion of counsel for simultaneously with such Subsidiary's becoming a "Guarantor" hereunder, cause such Subsidiary to become a Collateral Grantor Subsidiary by joining in the Borrower (or local counsel Subsidiary Security Agreement pursuant to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably documentation satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documentsits reasonable discretion. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (Volt Information Sciences, Inc.), Credit Agreement (Volt Information Sciences Inc), Credit Agreement (Volt Information Sciences Inc)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant With respect to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In any Person that is or becomes a Subsidiary (other than an Excluded Subsidiary) of ESR OP after the case Closing Date (to the extent such Person is not at such time required to become a Borrower in accordance with Section 6.12(c) below), and/or (ii) any Subsidiary of any ESR OP that ceases to be an Excluded Subsidiary after the Closing Date, on or prior to such time that such Person becomes a Subsidiary (other than an Excluded Subsidiary) or ceases to be an Excluded Subsidiary, as applicable, (x) unless such Subsidiary is an Excluded Pledge Subsidiary at such time or the Exemption Conditions exist at such time with respect to all Persons that becomes (or is so designated as) a Material Domestic own any of the Equity Interests of such Subsidiary, within 30 days (or such longer period of time as deliver to the Administrative Agent may agree in its sole discretion) after delivery the certificates, if any, representing all of the Equity Interests of such financial statementsSubsidiary owned by ESR OP and/or its Subsidiaries, 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 Equity Interests and (y) unless the Exemption Conditions exist at such time with respect to such Subsidiary, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), execute a joinder agreement to such the Guaranty Agreement in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, each Issuing Bank (3) deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Subsidiary, (4) if such Subsidiary is a Borrowing Base Subsidiary and solely to the extent requested by the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary (or the equivalent thereof, in the event such Subsidiary is not organized under the laws of the United State, any State thereof or the District of Columbia), (6) deliver to the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information required by bank regulatory authorities that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Act, and (3) (x) deliver to the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary Lender shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsLender. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (Empire State Realty Trust, Inc.), Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.)

Additional Guarantors. (a) IfIn the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, as of CVOP II or, from and after the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b)Merger, as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall CVOP I be otherwise designated included as a Material Domestic Subsidiary Pool Property as contemplated by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated §5.3 and such Real Estate is approved for inclusion as a Material Foreign Subsidiary by Pool Property in accordance with the Borrower hereunder or under the Term Loan Agreement)terms hereof, then the Borrower shall: (i) In , as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any other Subsidiary of Borrower, CVOP II or, from and after the case of any Merger, CVOP I which owns an interest in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary that becomes (or is so designated as) a Material Domestic SubsidiarySubsidiaries, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statementsapplicable, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agenthereunder. In addition, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for event any Subsidiary of the BorrowerBorrower shall constitute a Material Subsidiary, the certification Borrower shall promptly notify Agent and within sixty (60) calendar days execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of uncertificated securities the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Contribution Agreement. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of any director resignation letters in respect of any Foreign Subsidiariessuch Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Appears in 3 contracts

Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.), Term Loan Agreement (Carter Validus Mission Critical REIT II, Inc.), Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)

Additional Guarantors. (a) If, as Cause each of the date Borrower’s Material Domestic Subsidiaries (other than U.S. Foreign Holdcos) that is a Restricted Subsidiary which is not a party to this Credit Agreement, whether newly formed, after acquired or otherwise existing to promptly become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate, organization documents, a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the extent governed by New York Law) and security (attachment and perfection of pledged Equity Interests)) and, solely with respect to Material Domestic Subsidiaries, a local counsel opinion (with customary existence, power, authority, execution (to the extent governed by local Law), no conflicts with Laws or organizational documents and governmental consents and approvals). (b) To the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than Unrestricted Subsidiaries and U.S. Foreign Holdcos) which are not Guarantors collectively own greater than twenty percent (20%) of Consolidated Total Assets, cause one (1) or more of such Immaterial Domestic Subsidiaries to promptly become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate, organization documents and a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the extent governed by New York Law) and security (attachment and perfection of Equity Interests)), to reduce the Consolidated Total Assets ownership percentage of the most recently available financial statements delivered pursuant remaining Immaterial Domestic Subsidiaries that are not Guarantors to Section 5.01(atwenty percent (20%) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: below; provided that (i) In the case of Credit Parties may elect to release any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Immaterial Domestic Subsidiary to enter into as a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory Guarantor hereunder to the Administrative Agent, (2) deliver to extent the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver Borrower delivers to the Administrative Agent any certificates representing a certificate of a Responsible Officer certifying that, after giving effect to such release, the Collateral consisting Borrower’s Immaterial Domestic Subsidiaries that are not Guarantors collectively own no more than twenty percent (20%) of Equity Interests issued by Consolidated Total Assets and (ii) it is acknowledged and agreed that upon receipt of such Material certificate, such Immaterial Domestic Subsidiary (to the extent such Equity Interests are certificated) shall be released as a Guarantor hereunder and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable promptly take such action to grant to the Administrative Agent, for the benefit evidence such release of the Secured Parties, a Lien on the Collateral owned by such Material Immaterial Domestic Subsidiary (other than Excluded Collateral) from its Guaranty as is reasonably requested by, and (z) take all actions necessary to cause such Lien to be duly perfected to at the extent required by expense of, the Security Documents in accordance with all applicable lawsCredit Parties. (iic) In At the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting option of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to Borrower, cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no any Domestic Subsidiary shall be that is not otherwise required to become a Guarantor merely due pursuant to its ownership Section 7.09(a) or 7.09(b) to become a “Guarantor” hereunder by way of Equity Interests execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate (if applicable) and organization documents; provided that the Borrower shall not be required to deliver a legal opinion in any Domestic Subsidiary that owns real propertyconnection with such joinder. (bd) If requested by Notwithstanding anything to the Administrative Agentcontrary in this Section 7.09, if (i) the Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of the definition of Unrestricted Subsidiary or (ii) any Guarantor is sold or otherwise Disposed of in a transaction that is not prohibited under the terms of this Credit Agreement, it is acknowledged and agreed that, in any of such cases, such Guarantor shall be automatically released from its Guaranty without the need to take any further action and that the Administrative Agent shall receive an opinion promptly take such action to evidence such release of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters such Guarantor from its Guaranty as is reasonably requested by by, and at the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoingexpense of, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesCredit Parties.

Appears in 3 contracts

Samples: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)

Additional Guarantors. (a) If, as of In the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, event that any Subsidiary shall have become Person becomes a Material Domestic Restricted Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreementother than any Excluded Subsidiary) or any Person that is an Excluded Subsidiary no longer qualifies as an Excluded Subsidiary, including for the avoidance of doubt, any Subsidiary described in clause (e) of the definition of Excluded Subsidiary that becomes a Subsidiary after the date of this Agreement, Parent shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In in the case of any such an Unrestricted Subsidiary that becomes (or is so designated as) becoming a Material Domestic Restricted Subsidiary, within 30 substantially concurrently with the redesignation or deemed redesignation thereof as a Restricted Subsidiary pursuant to Section 5.13 or (ii) otherwise, 60 days thereafter (or such longer period of time as the Administrative Agent may agree in its sole reasonable discretion) after delivery of such financial statements, (1) cause such Material Domestic Restricted Subsidiary to enter into become a Guaranty, or, if a Guaranty has previously been entered into Guarantor hereunder by a Material Domestic Subsidiary (executing and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver delivering to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Counterpart Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the The Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) Parent in form and substance reasonably satisfactory to the Administrative Agent in respect of such customary matters as may be reasonably requested by the Administrative Agent relating to any Guaranty Counterpart Agreement or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this SectionSection 5.11(a), dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (cb) Notwithstanding With respect to each Restricted Subsidiary of Parent referred to in clause (a) above, Parent shall promptly after delivering the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings financial statements pursuant to Sections 5.1(a) or (b), as the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery case may be, send to the Administrative Agent written notice setting forth (i) the date on which such Person became a Restricted Subsidiary that is not an Excluded Subsidiary or the date on which a Person that is an Excluded Subsidiary no longer qualifies as an Excluded Subsidiary and (ii) all of the data required to be held set forth in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect Schedule 3.12 to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of Disclosure Letter; and such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there written notice shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect deemed to supplement Schedule 3.12 to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents Disclosure Letter for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesall purposes hereof.

Appears in 3 contracts

Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.)

Additional Guarantors. (ai) IfSubject to Section 10.21(c)(ii), as the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary or any member of the date of the most recently available financial statements delivered pursuant Restricted Group becomes an Additional Guarantor under this Agreement. (ii) Any such Person referred to in Section 5.01(a10.21(c)(i) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (iA) In such Person and the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as Company deliver to the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (duly completed and remains in effect), a executed joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent; (B) the Company confirms that no Event of Default is continuing or would occur as a result of such Person becoming an Additional Guarantor; (C) the Administrative Agent (for and on behalf of the Lenders) shall have received, (2) deliver at least three Business Days prior to the Administrative Agentdate of accession of such Person as an Additional Guarantor, each Issuing Bank and each Lender all documentation and other information about such Person required by bank regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including under the USA PATRIOT Act and Beneficial Ownership Regulations (3) (x) deliver such information to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentinclude, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary each Finance Party (acting reasonably), that owns real property. (b) If has been requested by the Administrative Agent, Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent shall receive and for itself) in writing at least ten days prior to the date of accession of such Person as an opinion of counsel for the Borrower Additional Guarantor; (or local counsel to D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to the extent customary in an Applicable Foreign Jurisdiction) such Person, each in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents.Agent; and (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of extent required by any limited liability company agreements Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other organizational documents for any Subsidiary of relevant capacity) or an Additional Guarantor (as defined thereunder). (iii) The Administrative Agent shall notify the Borrower, Company and the certification of uncertificated securities or Lenders promptly upon being satisfied that the delivery of any director resignation letters conditions specified in respect of any Foreign SubsidiariesSection 10.21(c)(ii) have been satisfied.

Appears in 3 contracts

Samples: Additional Facility Joinder Agreement (Liberty Latin America Ltd.), Extension Amendment (Liberty Latin America Ltd.), Additional Facility Joinder Agreement (Liberty Latin America Ltd.)

Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (a80%) Ifof the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary and approved by Administrative Agent (or shall such approval not to be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreementunreasonably withheld), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if execute and deliver a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a Lien on the Collateral owned duly executed by such Material Domestic Subsidiary Subsidiaries (other than Excluded Collateraltogether with certificates and attachments of a nature similar to those described in Section 5.1(b) and (zc) take with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (iii)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all actions necessary to Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary of the Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Lien Subsidiary to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) execute and deliver a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant Guaranty to the Administrative Agent, for the benefit of Secured Partiesthe Lenders, a Lien on the Collateral consisting of the Equity Interests issued duly executed by such Material Foreign Subsidiary Subsidiaries (other than Excluded Collateraltogether with certificates and attachments of a nature similar to those described in Section 5.1(b) and (iic) take all actions necessary with respect to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive Subsidiaries and an opinion of counsel for of a nature similar to those in the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered required pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. Section 5.6 (c) iii)). Notwithstanding the foregoing, the Borrower and the Guarantors foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be requiredapplicable from and after the occurrence of, nor shall and during the Administrative Agent be authorizedcontinuance of, (Ai) to take any additional steps to perfect the above described pledges and security interests an Event of Default, or (ii) a reduction by any means other than S&P of its Senior Debt Rating below BBB- or a reduction by (1) filings pursuant to the Uniform Commercial Code in the office Xxxxx’x of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) Senior Debt Rating below Baa3 (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiaryat such time, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to Administrative Agent can require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification Borrower (other than an Excluded Subsidiary) which has not executed a Guaranty to immediately comply with requirements of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesthis Section).

Appears in 3 contracts

Samples: Term Loan Agreement (New Plan Excel Realty Trust Inc), Term Loan Agreement (New Plan Excel Realty Trust Inc), Revolving Credit Agreement (New Plan Excel Realty Trust Inc)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within Within 30 days (or such longer period of time as permitted by the Administrative Agent may agree in its sole discretion) (the “Guarantee Ratio Cure Period”) after delivery the earlier of (x) the deadline for delivering a Compliance Certificate pursuant to Section 6.6(b) with respect to any fiscal quarter that, if such financial statementsCompliance Certificate is delivered by such deadline, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, shows or, if a Guaranty has previously been entered into not delivered by a Material Domestic Subsidiary (and remains in effect)such deadline for such fiscal quarter, a joinder agreement could reasonably be expected to such Guaranty in form and substance reasonably satisfactory to show, non-compliance with the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Guarantee Coverage Ratio and (3y) the first date in any fiscal quarter when a responsible officer of the Borrower or Holdings has knowledge that the Borrower will not be in compliance with the Guarantee Coverage Ratio for such particular fiscal quarter or any prior fiscal quarter for which the Compliance Certificate has not been delivered, the Borrower shall (xA) cause one or more of its Subsidiaries or Local Content Entities to execute and deliver to the Administrative Agent any certificates representing a Guaranty Supplement together with the Collateral consisting of Equity Interests issued by other New Guarantor Documentation with respect to such Material Domestic Subsidiary (or Subsidiaries or Local Content Entity(ies) entering into the Subsidiary Guaranty Agreement, as applicable, to become compliant with the extent Guarantee Coverage Ratio and deliver an updated Compliance Certificate reflecting such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral)additional Guarantors, (yB) deliver permanently reduce Commitments in order to become compliant with the Administrative Agent such joinder agreementsGuarantee Coverage Ratio, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit (C) perform a combination of the Secured Parties, a Lien on actions set forth in the Collateral owned by such Material Domestic Subsidiary immediately preceding clauses (other than Excluded CollateralA) and (zB), and/or (D) take all actions necessary such other action (including, without limitation, the reactivation of any cold stacked Rig directly wholly owned by a Loan Party) (and shall deliver an updated Compliance Certificate reflecting such action) as shall be sufficient to cause such Lien the Borrower to be duly perfected to in compliance with the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time Guarantee Coverage Ratio as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to end of the extent required by the Security Documents in accordance with all applicable lawsGuarantee Ratio Cure Period. For the avoidance of doubt, no Domestic Subsidiary notwithstanding anything to the contrary contained herein, failure to comply with the Guarantee Coverage Ratio at the end of any fiscal quarter shall be required to become not constitute a Guarantor merely due to its ownership Default or Event of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for Default so long as the Borrower (or local counsel shall have taken the actions specified in the preceding sentence prior to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as expiration of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsCollateral Coverage Ratio Cure Period. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 3 contracts

Samples: Credit Agreement (Transocean Ltd.), Credit Agreement (Transocean Ltd.), Credit Agreement (Transocean Ltd.)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Revolving Credit Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank Agent and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 3 contracts

Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)

Additional Guarantors. Notify the Administrative Agent (axi) Ifatof the time that any Person becomes acreation or acquisition of any Domestic Subsidiary, as or (yii) in the case of Glyphics Media Inc., a New York corporation, at the date of the most recently available financial statements delivered pursuant to Section 5.01(atime such Subsidiary first has more than $20,000,000 in assets, and in either case (xi) or (byii) promptly thereafter (and in any event within thirty (30) days), as the case may be, any Subsidiary shall have cause such Person to (aA) become a Material Domestic Subsidiary Guarantor by executing and delivering to the Administrative Agent a duly executed Joinder Agreement, and (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (b or such longer period of time other document as the Administrative Agent may agree in its sole discretion) after delivery of shall deem appropriate for such financial statementspurpose, (1B) cause grant a security interest in all Collateral owned by such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver delivering to the Administrative Agent any certificates representing a duly executed supplement to each Collateral Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral)Document, (yC) deliver to the Administrative Agent such joinder documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon request of the Administrative Agent,, instruments, and agreements, amendments including a favorable opinionsopinion of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and supplements enforceability of the Joinder Agreement), allin each case, in form, content and scope reasonably satisfactory to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to and take such other actions as may be reasonably requested by the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (iD) deliver to the Administrative Agent such amendments original capital stock or other certificates and supplements to stock or other transfer powers evidencing the relevant Security Documents or capital stock of such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentPerson, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (iiE) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel deliver to the Administrative Agent such updated Schedules to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably Loan Documents as requested by the Administrative Agent relating with respect to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Person. Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be under no security agreements, pledge agreements or other Security Documents that will be governed obligation under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters this Section 6.12 in respect of any Foreign Subsidiaries(i) Imation Data Storage LLC, a Delaware corporation, provided and so long as such Person holds no material assets other than a 1% direct or indirect equity interest in Imation Data Storage Holdings CV, or (ii)6.13 in respect of Imation Online Service Corp., a New York corporation, provided and so long as such Person does not have assets in excess of $100,000, and conducts no business activities.

Appears in 2 contracts

Samples: Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)

Additional Guarantors. (a) If, as Within thirty (30) days after (i) the redesignation of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any an Immaterial Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by in accordance with Section 8.10(b) below or (ii) the Borrower hereunder creation or under the Term Loan Agreement) or acquisition of any Person shall have become Material Subsidiary, including in connection with any Permitted Acquisition (any such Subsidiary, a “New Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan AgreementSubsidiary”), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as cause to be executed and delivered to the Administrative Agent may agree in its sole discretion(unless otherwise agreed to by the Administrative Agent): (A) after delivery of such financial statements, a duly executed Subsidiary Guaranty Agreement (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect)applicable, a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent joining such New Material Subsidiary to the Subsidiary Guaranty Agreement), the Collateral Agreement and any other applicable Security Documents, (B) such updated Schedules to the Loan Documents as requested by the Administrative Agent with regard to such Person (including, without limitation, updated Schedule 6.1(b) reflecting the creation or acquisition of such New Material Subsidiary), (C) such documents and certificates referred to in respect of matters Section 5.2 as may be reasonably requested by the Administrative Agent relating (including, without limitation, favorable legal opinions of counsel addressed to the Administrative Agent and the Lenders with respect to the New Material Subsidiary, the Loan Documents and such other matters as the Lenders shall request), and (D) such other documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Borrower may, at any Guaranty or joinder agreement time and upon written notice to the Administrative Agent, redesignate any Immaterial Subsidiary as a Material Subsidiary. Further, promptly after the date on which the Borrower or the amendments Administrative Agent determines that any Subsidiary no longer qualifies as an Immaterial Subsidiary such Subsidiary shall be redesignated as a Material Subsidiary and supplements to the Security Documents or additional Security Documents delivered pursuant to shall comply with clause (a) of this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding The Borrower may, at any time and upon written notice to the foregoingAdministrative Agent, designate any direct or indirect parent company of the Borrower that is organized under the laws of Canada or any province thereof as a Parent Guarantor by causing such direct or indirect parent company of the Borrower to execute and the Guarantors shall not deliver all documents and certificates required to be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings delivered pursuant to the Uniform Commercial Code in the office clause (a) of this Section (provided that such direct or indirect parent company of the secretary of state Borrower shall, rather than execute a Subsidiary Guaranty Agreement or a joinder thereto, either (or similar central filing officei) of the relevant State(s) execute a parent guaranty agreement in form and filings with the USPTO and the USCO and (2) delivery substance satisfactory to the Administrative Agent or (ii) join as a guarantor under Article XI). (d) Within thirty (30) days after the creation or acquisition of any new Subsidiary, including in connection with any Permitted Acquisition, cause to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued executed and delivered to the Administrative Agent (unless otherwise agreed to by the Guarantors (other than HoldingsAdministrative Agent) and Material Foreign Subsidiaries, a duly executed joinder agreement in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect form attached to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of Intercompany Subordination Agreement joining such Material Foreign new Subsidiary thereto. (such jurisdiction, the “Applicable Foreign Jurisdiction”e) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, i) (A) Concurrently with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters the documentation required to be delivered pursuant to Section 8.10(e)(ii)(A) of the U.S. Credit Agreement but in respect no event later than April 15, 2008, the U.S. Administrative Agent shall have received: (1) evidence satisfactory to the U.S. Administrative Agent that the U.S. Borrower shall be diligently pursuing in good faith the rendering of the solvency opinion referred to in Section 8.10(e)(i)(B) by a third party consultant reasonably acceptable to the U.S. Administrative Agent (including having delivered to such third party consultant all financial and other information necessary to provide the basis for the delivery of such solvency opinion); and (2) information, in form and substance reasonably satisfactory to the U.S. Administrative Agent, confirming (x) that the New U.S. Borrowers own, free and clear of any Foreign Subsidiaries.Liens, the New U.S. Borrower Fixed Assets and (y) the ability of the New U.S. Borrowers to grant to the U.S. Administrative Agent, on behalf of the Secured Parties and the U.S. Secured Parties, a perfected first priority security interest in the New U.S. Borrower Fixed Assets without the consent or approval of any third Person; and

Appears in 2 contracts

Samples: Credit Agreement (Bowater Inc), Credit Agreement (AbitibiBowater Inc.)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property[Reserved]. (b) If requested by Loan Guarantees existing on or granted after the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered IssueEffective Date pursuant to Section 5.14 of the Credit Agreement shall be released as set forth in Section 12 of the Facility Guaranty. Loan Guarantees existing on or granted after the IssueEffective Date pursuant to Section 5.14(i)(z) of the Credit Agreement may be released at the option of the Borrower, if at the date of such release, (i) the Indebtedness which required such Loan Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the IssueEffective Date and that could not have been Incurred in compliance with this Section, dated Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Loan Guarantee may be released at any time in the Borrower’s sole discretion. The Administrative Agent and the Security Agent (to the extent action is required by them) shall each take all necessary actions requested by the Borrower, including the granting of such Guaranty releases or joinder agreementwaivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, amendments to effectuate any release of a Loan Guarantee in accordance with this Section 4.16(b), subject to customary protections and supplements or additional Security Documentsindemnifications. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be requiredobligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for so long as such entity is an Excluded Subsidiary), nor shall to cause any Restricted Subsidiary to provide a Loan Guarantee to the Administrative Agent extent and for so long as the Incurrence of such Guarantee could reasonably be authorized, (A) expected to take any additional steps give rise to perfect the above described pledges and security interests by any means other than by or result in: (1) filings pursuant to the Uniform Commercial Code in the office any violation of the secretary of state (applicable law or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and regulation; (2) delivery to any liability for the Administrative Agent to be held officers, directors or (except in its possession the case of all Collateral consisting a Restricted Subsidiary that is a partnership) shareholders of stock certificates evidencing Equity Interests issued by the Guarantors such Restricted Subsidiary (other than Holdings) and Material Foreign Subsidiariesor, in each the case as expressly required herein of a Restricted Subsidiary that is a partnership, directors or by shareholders of the Loan Documentspartners of such partnership); (3) any cost, expense, liability or obligation (B) to take any action including with respect to any assets located outside Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to this Section 4.16(c)(1) undertaken in connection with, such Guarantee, which in any case under any of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary clauses (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction1), (C2) and (3) of Section 4.16(c) cannot be avoided through measures reasonably available to make the Borrower or authorize such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any filings with respect to intellectual property Indebtedness existing on the Issue Date of such Restricted Subsidiary existing on the Effective Date that is not prepayable without a prepayment premium (in each case, other than filings with the USPTO and the USCO, (D) Indebtedness Incurred to enter into provide all or any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary portion of the Borrowerfunds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. Notwithstanding anything to the contrary, the certification Borrower will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of uncertificated securities business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor and Pledgor on the delivery date on which the Guarantee is Incurred and, if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of any director resignation letters in respect of any Foreign Subsidiariessuch other Indebtedness and (y) a Pledge Supplement.

Appears in 2 contracts

Samples: Credit Agreement (Altice USA, Inc.), Credit Agreement (Altice USA, Inc.)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Revolving Credit Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank Agent and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(sStates(State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)

Additional Guarantors. (a) IfFrom time to time from the date hereof, as any of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: Borrower’s Subsidiaries (i) that becomes a guarantor in respect of a Triggering Indebtedness, and (ii) is not an Excluded Subsidiary, shall become a Guarantor under this Agreement (each, an “Additional Guarantor”). (b) In order to become an Additional Guarantor, such Borrower’s Subsidiary shall deliver to the Administrative Agent a joinder agreement (a “Guarantor Joinder Agreement”) (except for usual and customary provisions to the extent required under Applicable Law and reasonably acceptable to the Lenders), duly executed by such Additional Guarantor or Additional Guarantors, as applicable; provided that in the case of any each Additional Guarantor or Additional Guarantors, as applicable, that become a Guarantor pursuant to this Section 5.12, each such Subsidiary that becomes Additional Guarantor or Additional Guarantors, as applicable, shall (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2x) deliver to the Administrative Agent, each Issuing Bank Agent simultaneously with the Guarantor Joinder Agreement a legal opinion addressed to the Administrative Agent and each Lender and issued by a counsel to such Additional Guarantor or Additional Guarantors, as applicable, reasonably acceptable to the Lenders, covering such matters relating to the applicable Guarantor Joinder Agreement and the transactions contemplated hereby and thereby as the Lenders may reasonably request and (y) deliver to the Administrative Agent and each Lender, at least ten (10) Business Days prior to the execution of the Guarantor Joinder Agreement, all documentation and other information required by bank regulatory authorities under applicable “know-your-"know your customer" and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral)CDD Rule, (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by and such Lender so as to not cause the Administrative Agent relating or such Lender to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date be in violation of such Guaranty or joinder agreement, amendments rules and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower regulations. The execution and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect Guarantor Joinder Agreement shall not require the consent of any Foreign Subsidiariesother Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding any Additional Guarantor becoming a party to this Agreement.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Mercadolibre Inc), Revolving Credit Agreement (Mercadolibre Inc)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant With respect to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In any Person that becomes a Subsidiary of the case of REIT after the Closing Date (other than any such Subsidiary (x) which, when taken together with all other Subsidiaries of the REIT that becomes (or are not Guarantors, is so designated as) a Material Domestic an Immaterial Subsidiary, (y) that is an Excluded Subsidiary or (z) that is a Foreign Subsidiary), (ii) any Subsidiary of the Borrower that ceases to be an Immaterial Subsidiary or Excluded Subsidiary after the Closing Date for a period of more than 90 days, (iii) any Subsidiary of the Borrower that owns any Investment Property that is included in the Borrowing Pool after the Closing Date and/or (iv) any Subsidiary of the Borrower that owns, directly or indirectly, any Equity Interests of any Affiliated Investor that owns an Investment Property that is included in the Borrowing Pool after the Closing Date, within 30 20 days after such time that such Person becomes a Subsidiary (other than an Immaterial Subsidiary or an Excluded Subsidiary) or ceases to be an Immaterial Subsidiary or Excluded Subsidiary or such longer period of time Investment Property is included in the Borrowing Pool, as the Administrative Agent may agree in its sole discretion) after delivery of such financial statementsapplicable, (1w) cause such Material Domestic Subsidiary Person to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), execute a joinder agreement to such the Guaranty Agreement in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (as and to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel deliver to the Administrative Agent the items referenced in Section 4.01(a)(iv) and (v) with respect to such Person, (y) as and to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory requested by the Administrative Agent, deliver to the Administrative Agent in respect a favorable opinion of matters counsel to such Person (which counsel shall be reasonably requested by acceptable to the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this SectionAgent), dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery addressed to the Administrative Agent and each Lender, as to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by such matters concerning such Person and the Guarantors Loan Documents as the Administrative Agent may reasonably request and (other than Holdingsz) and Material Foreign Subsidiariesprovide the Administrative Agent with the U.S. taxpayer identification for such Person (or the equivalent thereof, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of event such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed Person is not organized under the laws of the United States, any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities State thereof or the delivery District of any director resignation letters in respect of any Foreign SubsidiariesColumbia).

Appears in 2 contracts

Samples: Credit Agreement (Corporate Property Associates 16 Global Inc), Credit Agreement (Corporate Property Associates 16 Global Inc)

Additional Guarantors. (a) IfSubject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.10 ("Know your customer" checks), as the Company may request that StarTek and any of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or StarTek's wholly owned Subsidiaries become a Guarantor. (b) Subject to Clause 23.35 (Guarantors) and Clause 23.38 (Conditions subsequent), as the case may beCompany shall, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by subject to the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement)Agreed Security Principles, then the Borrower shallprocure that: (i) In any other member of the case of any such Subsidiary that becomes (or Group which is so designated as) a Material Domestic SubsidiaryCompany shall, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) soon as possible after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by becoming a Material Domestic Subsidiary (and remains in effect)Company, a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.become an Additional Guarantor; and (ii) In the case Parent, the Company and any member of any Person that becomes (or the Target Group which is so designated as) a Material Foreign SubsidiaryCompany shall, within 90 days (or such longer period of time as soon as possible after becoming a Material Company, subject to the Agreed Security Principles, grant Security as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documentsrequire. (c) Notwithstanding A member of the foregoingGroup shall become an Additional Guarantor if: (i) the Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and (ii) the Agent has received all of the documents and other evidence listed in Part 6 of Schedule 2 (Conditions Precedent and Conditions Subsequent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent. (d) The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 6 of Schedule 2 (Conditions Precedent and Conditions Subsequent). (e) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (d) above, the Borrower and Lenders authorise (but do not require) the Guarantors Agent to give that notification. The Agent shall not be requiredliable for any damages, nor shall the Administrative Agent be authorized, costs or losses whatsoever as a result of giving any such notification. (Af) to take any additional steps to perfect the The Company need only perform its obligations under paragraph (b) or (c) above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of if it is not unlawful for the relevant State(s) person to become a Guarantor and filings with that person becoming a Guarantor would not result in personal, civil or criminal liability for that person's directors, officers or other management. Each Obligor must use, and must procure that the USPTO and relevant person uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal, civil or criminal liability for its directors, officers or other management and, if at any time the USCO and (2) delivery unlawfulness or personal liability ceases to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action apply with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiarysuch person, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, Company must comply with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters its obligations in respect of any Foreign Subsidiariesthat person at that time. This includes agreeing to a limit on the amount guaranteed. The Agent may (but shall not be obliged to) agree to such a limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability.

Appears in 2 contracts

Samples: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)

Additional Guarantors. (a) If, as Notify the Administrative Agent of any domestic Wholly-Owned Subsidiary of the date of the most recently available financial statements delivered pursuant to Section 5.01(aBorrowers that directly (x) owns in fee simple or ground leases any real property assets that are not encumbered by a Lien (each, an “Unencumbered Subsidiary”) or (by) owns assets that are projected to generate an amount of Net Operating Income (without giving effect to Net Operating Income of any Subsidiary owned by such Wholly-Owned Subsidiary) equal to or greater than 2% of the Net Operating Income of AIMCO for the next calendar quarter (each, a “Material Subsidiary”; each Unencumbered Subsidiary and each Material Subsidiary herein referred to as a “Bottom Tier Subsidiary”), as and, subject to the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreementremainder of this Section 6.12(a), then the Borrower shall: promptly thereafter (i) In the case of and in any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, event within 30 60 days (or such longer period as is agreed to in writing by the Administrative Agent in its sole discretion)), cause such Person (other than another Borrower) to (i) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of time the Guaranty or such other document as the Administrative Agent may agree shall deem appropriate for such purpose and (ii) deliver to the Administrative Agent the documents referred to in its sole discretionclauses (iii) after delivery and (iv) of such financial statements, (1Section 4.01(a) cause such Material Domestic Subsidiary to enter into a Guaranty, orand, if a Guaranty has previously been entered into required by a Material Domestic Subsidiary the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and remains enforceability of the documentation referred to in effectclause (i) of this Section 6.12(a)), a joinder agreement to such Guaranty all in form form, content and substance scope reasonably satisfactory to the Administrative Agent. If a Bottom Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(a), the Borrowers shall cause each domestic Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Bottom Tier Subsidiary (2each, a “Second Tier Subsidiary”) to instead execute and deliver the Guaranty. If a Second Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(a) the Borrowers shall cause each domestic Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary to instead execute and deliver the Guaranty (to the extent such guaranty is not prohibited by Contractual Obligation, Organization Documents or applicable Law). If a Bottom Tier Subsidiary is a Wholly-Owned Subsidiary of one or more existing Guarantors, and there is no intervening debt obligation between such Subsidiary and such Guarantor(s), then no Guaranty from such Bottom Tier Subsidiary shall be required. (b) With respect to any Wholly-Owned Subsidiary that becomes a Guarantor pursuant to Section 6.12(a) (other than any Unencumbered Subsidiary unless and until it qualifies as a Material Subsidiary) and promptly after such Wholly-Owned Subsidiary becomes a Guarantor (or, in the case of any Unencumbered Subsidiary which was not a Material Subsidiary at the time it became a Guarantor, promptly after such Unencumbered Subsidiary qualifies as a Material Subsidiary), and in any event within 20 days thereof (or such longer period as is agreed to in writing by the Administrative Agent in its sole discretion), the Borrowers shall cause the Stock or other Equity Interest in such Wholly-Owned Subsidiary that becomes a Guarantor to be pledged to the Administrative Agent, each Issuing Bank Agent for the benefit of the Lenders as Collateral under this Agreement and each Lender all documentation and other information required Pledge Agreement (to the extent not prohibited by bank regulatory authorities under Contractual Obligation or Organization Documents). Borrowers or any applicable “know-your-customer” and anti-money laundering rules and regulations, including Subsidiary (to the USA PATRIOT Act and (3extent not prohibited by Contractual Obligation or Organization Documents) (x) shall execute and/or deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver such amendments or joinders to the Administrative Agent Pledge Agreements (or if such amendments and supplements to the relevant Security Documents or such additional Security Documents (including Person has not previously executed a Non-U.S. Pledge Agreement, then a new Pledge Agreement) as the Administrative Agent shall deem deems reasonably necessary or advisable desirable to grant to the Administrative Agent, Agent for the benefit of Secured Parties, the Lenders a Lien on perfected first priority security interest in the Collateral consisting Stock or other Equity Interest of such new Guarantor in accordance with the Pledge Agreements and deliver to the Administrative Agent the certificates representing such Stock or Equity Interests issued by such Material Foreign Subsidiary Interest (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance certificated), together with all applicable laws. For the avoidance undated stock powers or other appropriate instruments of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If transfer requested by the Administrative Agent, in blank, executed and delivered by a duly authorized officer and (ii) the documents referred to in clauses (iii) and (iv) of Section 4.01(a) and, if required by Administrative Agent shall receive an opinion Agent, favorable opinions of counsel for to such Person (which shall cover, among other things, the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form legality, validity, binding effect and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as enforceability of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. documentation referred to in clause (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing officei) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdictionthis Section 6.12(b), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries).

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Aimco Properties L.P.), Senior Secured Credit Agreement (Aimco Properties L.P.)

Additional Guarantors. Notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary of the Borrower, and promptly thereafter (and in any event within 15 days), cause (a) If, as of the date of the most recently available financial statements delivered pursuant such Person to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) become a Material Domestic Subsidiary, within 30 days (or such longer period of time as Guarantor by executing and delivering to the Administrative Agent may agree a counterpart of the Guaranty or a joinder thereto in its sole discretionthe form attached as Exhibit F, and (ii) after delivery deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 4.01(a) and, upon request of the Administrative Agent, favorable opinions of counsel to such financial statementsPerson (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effecta)(i)), a joinder agreement to such Guaranty all in form form, content and substance scope reasonably satisfactory to the Administrative Agent, ; and (2b) deliver (i) cause all of the Equity Interest of such Person to be pledged to the Administrative AgentAgent to secure the Obligations by executing and delivering the Pledge and Security Agreement or a joinder thereto in the form attached as Exhibit G, each Issuing Bank (ii) pursuant to the Pledge and each Lender Security Agreement, deliver or cause the applicable Restricted Subsidiary to deliver to Administrative Agent all documentation certificates, stock powers and other information documents required by bank regulatory authorities under the Pledge and Security Agreement with respect to all such Equity Interests of any such Restricted Subsidiary, (iii) take or cause the applicable “know-your-customer” Restricted Subsidiary to take such other actions, all as may be necessary to provide the Administrative Agent with a first priority perfected pledge or and anti-money laundering rules and regulationssecurity interest in such Equity Interests in such Restricted Subsidiary, including the USA PATRIOT Act and (3) (xiv) deliver to the Administrative Agent any certificates representing documents of the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary types referred to in clauses (to the extent such Equity Interests are certificatediv) and Equity Interests owned by such Material Domestic Subsidiary (to v) of Section 4.01(a) and, upon the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to request of the Administrative Agent, for favorable opinions of counsel to such Person (which shall cover, among other things, the benefit legality, validity, binding effect and enforceability of the Secured Partiesdocumentation referred to in clause (b)(i)), a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) all in form, content and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance scope reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsAgent. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Copano Energy, L.L.C.), Credit Agreement (Copano Energy, L.L.C.)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within Not later than 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretionagree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary (other than a Bank Subsidiary or an Excluded Domestic Subsidiary) that is not a Guarantor as of the period end date of such financial statementsstatements would qualify as of such period end date as a Significant Subsidiary or (b) promptly (or such period as the Administrative Agent may agree) after the date that any Subsidiary becomes a guarantor with respect to the Term Loan Agreement, (1) the Company shall cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (execute and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any a Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates representing the Collateral consisting or articles of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and other than Excluded Collateral)applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such Subsidiary comparable to those delivered pursuant to Section 4.01, and (yiii) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien may reasonably request. The Company may request that any Guarantor cease to be duly perfected to a Guarantor and be released and discharged from its obligations under the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, Subsidiary Guaranty if (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the terms of this Agreement, or (ii) such Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Material Foreign Subsidiary, the jurisdiction of organization Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Material Foreign Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.01, would cease to qualify as a Significant Subsidiary and (such jurisdictionB) has or is being released as a guarantor of the obligations of the Company and/or the Borrowers, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreementsas applicable, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect Term Loan Agreement (if and to the pledge of the Equity Interests of any Material Foreign Subsidiaryextent then existing, the Applicable Foreign Jurisdictionas applicable), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Global Payments Inc), Credit Agreement (Global Payments Inc)

Additional Guarantors. (a) If, Each of the Credit Parties shall cause (i) each of its Wholly-Owned Restricted Subsidiaries that is a Domestic Subsidiary (other than an Inactive Subsidiary or an Immaterial Subsidiary) and not existing as of the date Closing Date, (ii) each of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any its Permitted Joint Ventures that becomes a Wholly-Owned Restricted Subsidiary shall have become and is a Material Domestic Subsidiary (other than an Inactive Subsidiary or shall be otherwise designated as an Immaterial Subsidiary) and (iii) each of its Inactive Subsidiaries or Immaterial Subsidiaries that is a Material Wholly-Owned Restricted Subsidiary and a Domestic Subsidiary by the Borrower hereunder that no longer qualifies as an Inactive Subsidiary or under the Term Loan Agreement) or any Person shall have Immaterial Subsidiary, to promptly become a Material Foreign Subsidiary (or shall be otherwise designated as U.S. Guarantor hereunder by promptly executing and delivering a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Joinder Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 thirty (30) days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after of the creation or acquisition of any such Restricted Subsidiary by a Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or such entity no longer being an Inactive Subsidiary or an Immaterial Subsidiary, as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into documents shall be accompanied by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentAgents may reasonably request (including, for the benefit without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate resolutions of the Secured Parties, Board of Directors of any such Guarantor). (b) Each of the Credit Parties shall cause (i) each of its Wholly-Owned Restricted Subsidiaries organized under the laws of Canada or a Lien on the Collateral owned by such Material Domestic Subsidiary province thereof (other than Excluded Collateralan Inactive Subsidiary or Immaterial Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures incorporated under the laws of Canada that becomes a Wholly-Owned Restricted Subsidiary of a Credit Party (other than an Inactive Subsidiary or an Immaterial Subsidiary) and (ziii) take all actions necessary to cause such Lien to be duly perfected to each of its Inactive Subsidiaries or Immaterial Subsidiaries organized under the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case laws of any Person Canada or a province thereof that becomes (is a Wholly-Owned Restricted Subsidiary that no longer qualifies as an Inactive Subsidiary or is so designated as) a Material Foreign Immaterial Subsidiary, to promptly become a Canadian Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within 90 thirty (30) days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after of the creation or acquisition of any such Restricted Subsidiary by a Credit Party or other Restricted Subsidiary of a Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or such entity no longer being an Inactive Subsidiary or an Immaterial Subsidiary, as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such financial statements, (i) deliver to the Administrative Agent documents shall be accompanied by such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) other documents as the Administrative Canadian Agent shall deem necessary or advisable to grant to the Administrative Agentmay reasonably request (including, for the benefit without limitation, certificates of Secured Partiesincorporation, a Lien on the Collateral consisting articles of incorporation and bylaws, membership operating agreements, opinion letters and appropriate resolutions of the Equity Interests issued by Board of Directors of any such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsGuarantor). (c) Notwithstanding In the foregoingevent that a Borrower or any Restricted Subsidiary sells any Guarantor in a transaction permitted by Section 6.4, or in the Borrower event the Company designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Credit Agreement, then such Guarantor shall be released from all obligations under this Credit Agreement. Such release shall occur automatically and the Guarantors shall not be required, nor shall without need of further action by the Administrative Agent be authorized, (A) to take or any additional steps to perfect Lenders upon the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office consummation of the secretary sale or designation of state (or similar central filing office) of any Restricted Subsidiary as an Unrestricted Subsidiary, as the relevant State(s) case may be, and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued shall execute and deliver any releases or other documents reasonably requested by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) Company to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of confirm such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesrelease.

Appears in 2 contracts

Samples: Amendment No. 3 (Rock-Tenn CO), Credit Agreement (Rock-Tenn CO)

Additional Guarantors. (a) IfPrior to the Investment Grade Release, but subject to the proviso to the definition of “Subsidiary Guarantor,” if any Person becomes a Domestic Subsidiary or an Intermediate Subsidiary Guarantor or any Domestic Subsidiary no longer qualifies as of the date of the most recently available financial statements delivered pursuant an Excluded Subsidiary (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to Section 5.01(a) or (bas a “New Subsidiary”), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallthen: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretionshall agree) after delivery of such financial statementsevent, the Parent Borrower shall: (1A) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to notify the Administrative Agent, Agent in writing of the existence of such New Subsidiary; (2B) deliver to provide the Administrative Agent, each Issuing Bank Agent with the U.S. taxpayer identification for such New Subsidiary; and (C) provide the Administrative Agent with any and each Lender all documentation and other information required by bank regulatory authorities that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know-your-know your customer” and applicable anti-money laundering rules and regulations, including the USA PATRIOT Act Act; and (ii) within 45 days (or such longer period as the Administrative Agent shall agree) of such event, the Parent Borrower shall: (A) cause such New Subsidiary (unless such New Subsidiary is an Excluded Subsidiary) to execute and deliver to the Administrative Agent a joinder agreement in substantially the form attached hereto as Exhibit G; and (3) (xB) deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii) and (iv) with respect to such New Subsidiary and (y) if requested by the Administrative Agent, favorable opinions of counsel (which counsel may be in-house counsel and shall otherwise be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such New Subsidiary and the Loan Documents to which such New Subsidiary is a party as the Administrative Agent may reasonably request all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) On and after the Investment Grade Release, if any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Debt or any Person becomes an Intermediate Subsidiary Guarantor (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary Guarantor”), then: (i) within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (A) notify the Administrative Agent in writing of such event and the name of such New Subsidiary Guarantor; (B) provide the Administrative Agent with the U.S. taxpayer identification for such New Subsidiary Guarantor; and (C) provide the Administrative Agent with any and all documentation and other information that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the Act; and (ii) within 45 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (A) cause such New Subsidiary Guarantor to execute and deliver to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary Administrative Agent a joinder agreement in substantially the form attached hereto as Exhibit G; and (to the extent such Equity Interests are certificated and other than Excluded Collateral), (yB) deliver to the Administrative Agent such joinder agreements, amendments and supplements to (x) the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateralitems referenced in Sections 4.01(a)(iii) and (ziv) take all actions necessary with respect to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign New Subsidiary (other than Excluded Collateral) Guarantor and (iiy) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If if requested by the Administrative Agent, favorable opinions of counsel (which counsel shall be reasonably acceptable to the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such New Subsidiary Guarantor and the extent customary Loan Documents to which such New Subsidiary Guarantor is a party as the Administrative Agent may reasonably request all in an Applicable Foreign Jurisdiction) in form form, content and substance scope reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsAgent. (c) Notwithstanding anything to the foregoing, contrary contained in this Agreement: (i) In the Borrower and event that the Guarantors shall not be required, nor shall results of any such “know your customer” or similar investigation conducted by the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside New Subsidiary or New Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent, such New Subsidiary or New Subsidiary Guarantor, as applicable, shall not be permitted to become a Guarantor, and for the avoidance of doubt (a) no Default shall occur as a result thereof and (b) no Property owned or ground leased, directly or indirectly, by such New Subsidiary or New Subsidiary Guarantor, as the case may be, shall be included as an Unencumbered Property unless (x) such Property satisfies all of the United States Unencumbered Property Criteria (other than, with respect than the criterion requiring such New Subsidiary or New Subsidiary Guarantor to be a Subsidiary Guarantor) and (y) the pledge Administrative Agent provides its prior written consent; and (ii) If any Foreign Subsidiary provides a guaranty of the Equity Interests Sabra Senior Notes or the Existing Care Capital Notes or otherwise is or becomes a borrower or a guarantor of, or otherwise incurs or has incurred a payment obligation in respect of, any Unsecured Debt of the REIT Guarantor or any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood thereof that there shall be no security agreements, pledge agreements or other Security Documents that will be governed is organized under the laws of any non-U.S. jurisdiction other than, with respect to state within the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), United States (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of any other Subsidiary of the Borrower, Parent Borrower that is organized under the certification of uncertificated securities or the delivery laws of any director resignation letters jurisdiction other than a state within the United States), then the REIT Guarantor and the Parent Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the procedures described above in respect of any Foreign Subsidiariesthis Section 6.14.

Appears in 2 contracts

Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)

Additional Guarantors. In the event that any Person becomes a Subsidiary (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (bother than an Excluded Subsidiary), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days thereafter (or such longer period of time as the Administrative Collateral Agent may agree in its sole discretion) after delivery of such financial statements, (1i) cause such Material Domestic Subsidiary to enter into become a Guaranty, or, if a Guaranty has previously been entered into Guarantor hereunder by a Material Domestic Subsidiary (executing and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver delivering to the Administrative Agent any certificates representing a Counterpart Agreement and a Grantor under the Security Agreement by executing and delivering to the Collateral consisting Agent the joinder agreement required thereunder, and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by the Collateral Agent or required by the Collateral Documents. In the event that any Person becomes a Foreign Subsidiary of Equity Interests issued by the Borrower (other than an Unrestricted Subsidiary), and the ownership interests of such Material Domestic Foreign Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by any Loan Party, such Material Domestic Subsidiary Loan Party shall within 30 days thereafter (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents longer period of time as the Administrative Collateral Agent shall deem may agree in its sole discretion) take all of the actions referred to in the Security Agreement necessary or advisable to grant to a perfected security interest in favor of the Administrative Collateral Agent, for the benefit of the Secured Parties, a Lien on under the Collateral owned by Security Agreement in the Equity Interests of such Material Domestic Foreign Subsidiary (provided, that in no event shall more than 65% of the total outstanding Equity Interests of any such Foreign Subsidiary that is an Excluded Subsidiary be required to be so pledged). With respect to each such Subsidiary (other than an Excluded CollateralSubsidiary) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such amendments and supplements to Person (i) the relevant Security Documents or date on which such additional Security Documents (including Person became a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentSubsidiary, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien of the data required to be duly perfected to the extent required by the Security Documents set forth in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary Schedule 3.12 hereto; and such written notice shall be required deemed to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) supplement Schedule 3.12 for all purposes hereof. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of such customary matters as may be reasonably requested by the Administrative Agent relating to any Guaranty Counterpart Agreement or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Revolving Credit and Guaranty Agreement (Fitbit Inc), Revolving Credit and Guaranty Agreement (Fitbit Inc)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Revolving Credit Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank Agent and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)

Additional Guarantors. The Company, at its discretion, may cause any Subsidiary to become a Subsidiary Guarantor by delivering notice to the Administrative Agent of its intention to cause such Subsidiary to become a Subsidiary Guarantor at least ten Business Days (aor such shorter period as is acceptable to the Administrative Agent) Ifprior to the date that such Subsidiary becomes a Subsidiary Guarantor hereunder by execution and delivery to the Administrative Agent of an Additional Guarantor Supplement substantially in the form attached as Exhibit J or such other form reasonably acceptable to the Administrative Agent, as and the Company shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Company’s cost and expense, such certificates and opinions of the date of type delivered on the most recently available financial statements delivered Effective Date pursuant to Section 5.01(a) or (b)Article 3, as to the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary extent reasonably required by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement)Administrative Agent in connection therewith and, then the Borrower shall: (i) In except in the case of any a designation of a Subsidiary Borrower as a new Guarantor, at least three Business Days prior to the date that such Subsidiary that becomes a Subsidiary Guarantor, all customary documentation and other customary information necessary for complying with applicable “know your customer” and anti-money-laundering rules and regulations (or is so designated asincluding the Patriot Act) a Material Domestic Subsidiary, within 30 days (or such longer period of time as requested by the Administrative Agent may agree in its sole discretion) after within three Business Days following delivery of such financial statements, (1) the notice from the Company of the Company’s intent to cause such Material Domestic Subsidiary to enter into become a GuarantySubsidiary Guarantor, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty all in form and substance reasonably satisfactory to the Administrative Agent. In respect of any such new Guarantor incorporated in Germany as a stock corporation (Aktiengesellschaft), limited liability company (2Gesellschaft mit beschränkter Haftung) deliver to or established as a limited partnership (Kommanditgesellschaft) with a stock corporation (Aktiengesellschaft) or limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (persönlich haftender Gesellschafter), such instrument shall include a customary guarantee limitation language. In respect of any such new Guarantor incorporated in Ireland, such instrument shall include guarantee limitation language stating that the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (guarantee does not apply to the extent that it would result in the guarantee constituting unlawful financial assistance within the meaning of Section 82 of the Companies Act 2014 of Ireland. If any such Equity Interests are certificated) and Equity Interests owned by new Guarantor is incorporated in Ireland, such Material Domestic Subsidiary (instrument shall include guarantee limitation language equivalent to the extent such Equity Interests are certificated and other than Excluded Collateral), (yguarantee limitation language in Section 10.01(a) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsabove. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside designation of a new Guarantor (other than the designation of a Subsidiary Borrower as a new Guarantor) not organized under the laws of the United States or any State thereof (an “Eligible Foreign Guarantor Subsidiary”), no designation of a new Guarantor shall be effective if any Lender (any such Lender, a “Guarantee Protesting Lender”), reasonably expects the Guarantee therefrom to either (x) breach or violate any internal policy (other than, than with respect to the pledge of the Equity Interests of any Material Eligible Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed Guarantor Subsidiaries formed under the laws of any non-U.S. jurisdiction nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulation to which any Lender is, or would be upon the receipt of such Guarantee, subject, or (y) result in materially adverse tax consequences to such Lender; provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not accepting such Guarantee may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other than, extensions of credit from or with respect to doing business in such jurisdiction. As soon as practicable (but in any event not more than five Business Days) after receipt of notice from the pledge Company or the Administrative Agent of the Equity Interests of any Material Company’s intent to designate an Eligible Foreign Guarantor Subsidiary, any Guarantee Protesting Lender shall notify the Applicable Company and the Administrative Agent in writing of its inability or unwillingness (to the extent permitted by the preceding paragraph) to accept the Guarantee of such Eligible Foreign JurisdictionGuarantor Subsidiary. With respect to each Guarantee Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Guarantor Subsidiary becomes a Subsidiary Guarantor hereunder, (i) replace such Guarantee Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (Cii) notify the Administrative Agent and such Guarantee Protesting Lender that the Commitments of such Guarantee Protesting Lender shall be terminated on terms consistent with Section 8.06(b); provided that such Guarantee Protesting Lender shall have received payment of an amount equal to make or authorize any filings with respect the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to intellectual property other than filings with it repaid by the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral Borrowers or (Eiii) cancel its request to require the amendment of any limited liability company agreements or other organizational documents for any designate such Eligible Foreign Guarantor Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesas a “Subsidiary Guarantor.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Linde PLC), 364 Day Credit Agreement (Linde PLC)

Additional Guarantors. (a) If, Each of the Credit Parties shall cause (i) each of its Restricted Subsidiaries that is a Domestic Subsidiary (other than an Inactive Subsidiary) and not existing as of the date Closing Date, (ii) each of its Permitted Joint Ventures that becomes a Wholly-Owned Subsidiary of a Credit Party, (iii) each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary and (iv) upon the repayment of the most recently available financial statements delivered pursuant Solvay Bonds and any refinancing thereof permitted by Section 6.3(c) that prohibits Solvay LCC from becoming a U.S. Guarantor hereunder, Solvay LLC, to Section 5.01(apromptly become a U.S. Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Restricted Subsidiary by a Credit Party, such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party or the repayment of the Solvay Bonds (or such other Indebtedness of Solvay LLC), as applicable; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Agents may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate resolutions of the Board of Directors of any such Guarantor). (b) Each of the Credit Parties shall cause (i) each of its Restricted Subsidiaries incorporated under the laws of Canada or a province thereof (other than an Inactive Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures incorporated under the laws of Canada that becomes a Wholly-Owned Subsidiary of a Credit Party and (iii) each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary, to promptly become a Canadian Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Restricted Subsidiary by a Credit Party or other Restricted Subsidiary of a Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Canadian Agent may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, opinion letters and appropriate resolutions of the Board of Directors of any such Guarantor). (c) In the event that a Borrower or any Restricted Subsidiary sells any Guarantor in a transaction permitted by Section 6.4, or in the event the Company designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Credit Agreement, then such Guarantor shall be released from all obligations under this Credit Agreement. Such release shall occur upon the consummation of the sale or designation of any Restricted Subsidiary as an Unrestricted Subsidiary, as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary execute and deliver any releases or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters documents reasonably requested by the Administrative Agent relating Company to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of effectuate such Guaranty or joinder agreement, amendments and supplements or additional Security Documentsrelease. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Rock-Tenn CO), Credit Agreement (Rock-Tenn CO)

Additional Guarantors. In the event that the Borrower shall request that certain Real Estate owned or leased by a Wholly-Owned Subsidiary of the Borrower be included as an Unencumbered Pool Asset, the Borrower shall as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly or indirectly, Equity Interests in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. In addition, in the event any Subsidiary of the REIT shall constitute a Material Subsidiary pursuant to clause (ac) Ifof the definition thereof, Borrower shall promptly cause such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of REIT shall constitute a Material Subsidiary within the meaning of clause (d) of the definition thereof, the Borrower shall cause such Subsidiary, as of the date of the most recently available financial statements delivered pursuant a condition to Section 5.01(a) such Subsidiary’s becoming an obligor or (b)guarantor with respect to such other Unsecured Indebtedness described therein, as the case may beto execute and deliver to Agent a Joinder Agreement, any and such Subsidiary shall have thereby become a Material Domestic Subsidiary (or Guarantor hereunder. Each such Subsidiary shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement)specifically authorized, then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiaryits respective organizational documents, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due hereunder and thereunder and to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by execute the Administrative AgentContribution Agreement. The Borrower shall further cause all representations, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form covenants and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code agreements in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, Documents with respect to the pledge Guarantors to be true and correct with respect to each such Subsidiary. Additionally, notwithstanding anything to the contrary contained herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the Equity Interests enforceability and collectability of such Guaranty (including, any Material Foreign Subsidiaryjudgment arising thereunder) against any such Subsidiary in its jurisdiction of organization, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements in which Real Estate or other Security Documents that will be governed under assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the laws of any non-U.S. jurisdiction other than, Agent may reasonably require. In connection with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesJoinder Agreement or separate Guaranty, the Borrower shall deliver to the Agent such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Appears in 2 contracts

Samples: Credit Agreement (Global Net Lease, Inc.), Credit Agreement (Global Net Lease, Inc.)

Additional Guarantors. (a) If, as of If the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallCompany: (i) In the case requests that one of any such Subsidiary that its wholly-owned Subsidiaries becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, an Additional Guarantor; or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case it is required to make one of any Person that becomes (or is so designated as) a Material Foreign Subsidiaryits wholly-owned Subsidiaries an Additional Guarantor, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver it must give not less than 10 Business Days prior notice to the Administrative Facility Agent such amendments (and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as Facility Agent must promptly notify the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertyLenders). (b) If requested by the Administrative Agentaccession of an Additional Guarantor requires any Finance Party to carry out customer due diligence requirements in circumstances where the necessary information is not already available to it, the Administrative Agent shall receive an opinion of counsel for the Borrower (Company must promptly on request by any Finance Party supply to that Finance Party any documentation or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as results of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documentsall applicable customer due diligence requirements. (c) Notwithstanding The prior consent of the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant Majority Lenders is required in relation to the Uniform Commercial Code in the office accession of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the BorrowerCompany as an Additional Guarantor, unless such accession is required in order to comply with Clause 19.14 (Maintenance of ranking). (d) The Obligors acknowledge that the certification right to accede Additional Guarantors on or after 1 January 2013 is subject to certain of uncertificated securities the provisions of the Finance Documents being amended to take account of FATCA before any such accession can take effect. The Company and the Facility Agent (acting on the instructions of all the Lenders) shall enter into negotiations in good faith with a view to agreeing such amendments as are (in the reasonable opinion of all the Lenders) appropriate or desirable to take account of FATCA at that time. (e) If one of the delivery wholly-owned Subsidiaries of any director resignation letters the Company is to become an Additional Guarantor, then the Company must (following consultation with the Facility Agent) deliver to the Facility Agent the relevant documents and evidence listed in respect Part 2 of any Foreign SubsidiariesSchedule 2 (Conditions Precedent Documents). (f) The relevant Subsidiary will become an Additional Guarantor when the Facility Agent notifies the other Finance Parties and the Company that it has received all of the documents and evidence referred to in paragraph (d) above in form and substance satisfactory to it. The Facility Agent must give this notification as soon as reasonably practicable. (g) Delivery of an Accession Agreement, entered into by the relevant Subsidiary and the Company, to the Facility Agent constitutes confirmation by that Subsidiary and the Company that the Repeating Representations are correct as at the date of delivery.

Appears in 2 contracts

Samples: Revolving Credit Facility (Sara Lee Corp), Revolving Credit Facility (D.E Master Blenders 1753 B.V.)

Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (a80%) Ifof the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary and approved by Administrative Agent (or shall such approval not to be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreementunreasonably withheld), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if execute and deliver a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a Lien on the Collateral owned duly executed by such Material Domestic Subsidiary Subsidiaries (other than Excluded Collateraltogether with certificates and attachments of a nature similar to those described in Section 5.1(b) and (zc) take with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.6 (c)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which contribute at least 80% of the Adjusted Net Operating Income for all actions necessary to Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary of the Borrower, whether presently existing or hereafter formed or acquired, which is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Lien Subsidiary to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) execute and deliver a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant Guaranty to the Administrative Agent, for the benefit of Secured Partiesthe Lenders, a Lien on the Collateral consisting of the Equity Interests issued duly executed by such Material Foreign Subsidiary Subsidiaries (other than Excluded Collateraltogether with certificates and attachments of a nature similar to those described in Section 5.1(b) and (iic) take all actions necessary with respect to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive Subsidiaries and an opinion of counsel for of a nature similar to those in the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered required pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. Section 5.6 (c) )). Notwithstanding the foregoing, the Borrower and the Guarantors foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be requiredapplicable from and after the occurrence of, nor shall and during the Administrative Agent be authorizedcontinuance of, (Ai) to take any additional steps to perfect the above described pledges and security interests an Event of Default, or (ii) a reduction by any means other than S&P of its Senior Debt Rating below BBB- or a reduction by (1) filings pursuant to the Uniform Commercial Code in the office Xxxxx’x of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) Senior Debt Rating below Baa3 (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiaryat such time, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to Administrative Agent can require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification Borrower (other than an Excluded Subsidiary) which has not executed a Guaranty to immediately comply with requirements of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesthis Section).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Centro NP LLC), Revolving Credit Agreement (New Plan Excel Realty Trust Inc)

Additional Guarantors. The Company shall take all such action, and shall cause each of its Subsidiaries to take all such action, from time to time as shall be necessary or advisable to ensure that all Subsidiaries are Guarantors under the Guaranty. If the Company or any of its Subsidiaries is permitted to form or acquire any new Subsidiary pursuant to Section 9.9, the Company shall, or shall cause such new Subsidiary to, within five (5) days after receipt of the Purchaser’s consent to such formation or acquisition, execute and deliver (or cause the execution and delivery of): (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to the Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Guaranty Subsidiary (and its Subsidiaries, if any) would become a Guarantor, (b) such collateral security agreements, instrument and other documents, in form and substance reasonably satisfactory to the Administrative AgentPurchaser, under which such Subsidiary would grant a valid first priority security interest and lien (subject only to the Liens of the Senior Lender) on all assets, properties and rights of such Subsidiary to secure the payment and performance in full of all Guarantied Obligations, (2c) deliver to the Administrative Agentif such Subsidiary has any Subsidiaries, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulationspledge agreements, including the USA PATRIOT Act and together with (3i) (x) deliver to the Administrative Agent any certificates representing all of the Collateral consisting Capital Stock of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests any Person owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause undated stock powers executed in blank, (d) such Lien to other agreements, instruments, approvals or other documents as may be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative AgentPurchaser in order to create, perfect, establish, and maintain a valid, first priority, perfected security interest and Lien in favor of the Administrative Agent Purchaser (subject only to the Liens of the Senior Lender) or to effect the intent that such Subsidiary shall receive an opinion become bound by all of counsel for the Borrower terms, covenants and agreements contained in the other Investment Documents to which Guarantors are parties, and (or local e) opinions of counsel to the Administrative Agent Company or such Subsidiary as to such matters as the Purchaser may request. In addition, the Company shall grant to the extent customary in an Applicable Foreign JurisdictionPurchaser a valid first priority, perfected security interest and Lien (subject only to the Liens of the Senior Lender) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests Capital Stock of any Material Foreign Subsidiary, Subsidiary to secure the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesGuarantied Obligations.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp), Securities Purchase Agreement (Overhill Farms Inc)

Additional Guarantors. (a) If, as of Subject to compliance with clauses 20.10(c) and 20.10(d) ("Know your customer" checks) and without prejudice to the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or Borrower’s obligations set out under 22.5 (bGuarantor Coverage), as the case Borrower may be, request that any Group member become an Additional Guarantor or a Group member must become an Additional Guarantor in order to comply with clause 22.5 (Guarantor Coverage). That Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (i) In the case Borrower delivers to the Agent a duly completed and executed Accession Letter executed as a deed; (ii) the Agent has received all of any such Subsidiary the documents and other evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions precedent) in relation to that becomes (or is so designated as) a Material Domestic SubsidiaryAdditional Guarantor, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty each in form and substance reasonably satisfactory to the Administrative Agent, Agent acting on the instructions of all Lenders; (2iii) deliver the relevant member of the Group accedes to the Administrative Agent, each Issuing Bank Security Trust Deed as an "Additional Obligor" by signing and each Lender all documentation delivering to the Security Trustee a Security Trust Deed Accession Deed and any other documents or information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Security Trust Deed; and (3iv) (x) deliver the relevant member of the Group accedes to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued Intercreditor Deed as an "Additional Obligor" by such Material Domestic Subsidiary (signing and delivering to the extent such Equity Interests are certificated) Security Trustee an Intercreditor Deed Accession Deed and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such any other documents as or information required under the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertyIntercreditor Deed. (b) If requested by the Administrative Agent, the Administrative The Agent shall receive an opinion of counsel for notify the Borrower and the Lenders promptly upon being satisfied that it has received (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to it acting on the Administrative Agent instructions of all Lenders) all the documents and other evidence listed in respect Part 2 (Conditions Precedent required to be Delivered by an Additional Obligor) of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSchedule 2 (Conditions precedent). (c) Notwithstanding the foregoing, the Borrower and the Guarantors The Agent shall not be requiredliable for any damages, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (costs or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect losses to any assets located outside person, any diminution in value or any liability whatsoever as a result of the United States other than, with respect to the pledge of the Equity Interests of giving any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.notification. Loan Note Subscription Agreement | DLA Piper | 113

Appears in 2 contracts

Samples: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)

Additional Guarantors. (a) IfIn the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of Borrower, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) Xxxx Realty OP, or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall Xxxx OP be otherwise designated included as a Material Domestic Subsidiary Pool Property as contemplated by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated Section 2.28 and such Real Estate is approved for inclusion as a Material Foreign Subsidiary by Pool Property in accordance with the Borrower hereunder or under the Term Loan Agreement)terms hereof, then the Borrower shall: (i) In the case of any , as a condition to such Subsidiary that becomes (or is so designated as) Real Estate being included as a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary Pool Property but subject to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effectSection 5.11(d), a joinder agreement cause each Pool Property Owner, and any other Subsidiary of Borrower, Xxxx Realty OP, or Xxxx OP which owns an interest in such Pool Property Owner, to such Guaranty in form execute and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary or Subsidiaries, as applicable, shall become a Guarantor hereunder. In addition, in the event any certificates representing Subsidiary of the Collateral consisting of Equity Interests issued by such Borrower shall constitute a Material Domestic Subsidiary Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent and within sixty (60) calendar days execute and deliver to the extent Administrative Agent a Joinder Agreement, and such Equity Interests are certificatedSubsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and Equity Interests owned by not in contemplation of such Material Domestic Subsidiary (becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to the extent Administrative Agent a Joinder Agreement within five (5) Business Days of such Equity Interests are certificated and other than Excluded CollateralPerson’s becoming a Subsidiary of the Borrower), (y) cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Guaranty. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such joinder organizational agreements, amendments resolutions, consents, opinions and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time instruments as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertyreasonably require. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Term Loan Agreement (Sila Realty Trust, Inc.), Revolving Credit Agreement (Sila Realty Trust, Inc.)

Additional Guarantors. Initial Borrower will cause each of its First Tier Domestic Subsidiaries and each of its First Tier Foreign Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly (aand in any event within thirty (30) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any days after such Subsidiary that becomes (is formed or is so designated as) a Material Domestic Subsidiary, within 30 days acquired (or such longer period of time as agreed to by the Administrative Agent may agree in its sole reasonable discretion)) after delivery become a Guarantor hereunder by way of such financial statementsexecution of a Joinder Agreement; provided that, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent First Tier Foreign Subsidiaries shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall not be required to become a Guarantor merely due if it would be unlawful or would cause any material adverse tax consequences to the Initial Borrower or such First Tier Foreign Subsidiary. The Initial Borrower may also at any time voluntarily cause any of its ownership Wholly Owned Subsidiaries (other than First Tier Domestic Subsidiaries or First Tier Foreign Subsidiaries) to become a Guarantor hereunder by way of Equity Interests execution of a Joinder Agreement. In addition, Initial Borrower shall, and shall cause CSI to, enter into the Guaranty Agreement prior to or simultaneous with CSF becoming a Borrower hereunder and shall maintain, and shall cause CSI to maintain, the Guaranty Agreement in any Domestic Subsidiary that owns real property. (b) If requested full force and effect and shall perform and observe all of the terms and provisions of the Guaranty Agreement to be performed or observed by it, and cause CSI to do the Administrative Agentsame, until such time as the Release Condition has been satisfied. Upon satisfaction of the Release Condition, the Guaranty Agreement shall be terminated and the Administrative Agent shall receive an opinion promptly (and in any event within five (5) Business Days after the written request of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign JurisdictionInitial Borrower) in form and substance execute such documents as may reasonably satisfactory to the Administrative Agent in respect of matters reasonably be requested by the Administrative Agent relating Initial Borrower to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of evidence such Guaranty or joinder agreement, amendments and supplements or additional Security Documentstermination. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Capitalsource Inc), Credit Agreement (Capitalsource Inc)

Additional Guarantors. (a) IfAt any time after the date hereof, as and with respect to any Subsidiary of the date of the most recently available financial statements delivered pursuant to Section 5.01(aBorrower, whether presently existing or hereafter formed or acquired (other than Excel Realty Partners, L.P. and E. H. Properties, L.P.) or (b)which is not a Subsidiary Guarantor at such time, as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any cause such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if execute and deliver a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesLenders, a Lien on promptly after the Collateral owned Administrative Agent's request therefor, duly executed by such Material Domestic Subsidiary (together with certificates and attachments of a nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiary and an opinion of counsel of a nature similar to those in the form required pursuant to Section 5.7(iii)) if at such time such Subsidiary owns Property having a book value of $75,000,000 or more. Notwithstanding the foregoing, the foregoing book value conditions of this Section shall not be applicable from and after the occurrence of, and during the continuance of, an Event of Default (it being understood that at such time, the Administrative Agent can require any Subsidiary of the Borrower which has not executed a Guaranty to immediately comply with requirements of this Section). (b) At any time after the date hereof, and in connection with a transfer of one or more assets of the Borrower to a wholly owned Subsidiary of the Borrower (other than Excluded Collaterala transfer to a Subsidiary Guarantor, or a Subsidiary which is required to be a Subsidiary Guarantor pursuant to Section 7.11(a)) and (z) take all actions necessary pursuant to Section 8.2(b)(iii), whether presently existing or hereafter formed or acquired, cause such Lien Subsidiary to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) execute and deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant an Other Guaranty to the Administrative Agent, for the benefit of Secured Partiesthe Lenders, a Lien on the Collateral consisting of the Equity Interests issued duly executed by such Material Foreign Subsidiary (other than Excluded Collateraltogether with certificates and attachments of a nature similar to those described in Section 5.1 (b) and (iic) take all actions necessary with respect to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive and an opinion of counsel for the Borrower (or local counsel of a nature similar to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered required pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSection 5.7(iii)). (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (New Plan Excel Realty Trust Inc), Credit Agreement (New Plan Excel Realty Trust Inc)

Additional Guarantors. (a) IfSubject to compliance with the provisions of paragraph (c) of Clause 19.8 ("Know your customer" checks), as the Company may, by not less than 10 Business Days' prior written notice to the Agent, request that any of its wholly owned Subsidiaries or any Domestic Subsidiary become an Additional Guarantor. That Subsidiary or Domestic Subsidiary shall become an Additional Guarantor if: (i) it is a Subsidiary incorporated in an Approved Jurisdiction and it is either a Domestic Subsidiary or the Majority Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); or (ii) it is a Subsidiary incorporated in any other jurisdiction and all the Lenders approve the addition of that Subsidiary (such approval not to be unreasonably withheld or delayed); and in each case (A) the Company delivers to the Agent a duly completed and executed Accession Letter; and (B) the Agent has received all of the date documents and other evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent. (b) The Company shall procure that any other member of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become Group which is a Material Domestic Subsidiary (or shall be otherwise designated except for any Excluded Subsidiary) shall, as soon as possible after becoming a Material Domestic Subsidiary but in any event within 45 days after delivery of the respective annual Compliance Certificate showing that such member of the Group qualifies as a Material Domestic Subsidiary by the Borrower hereunder or becomes an Additional Guarantor under the Term Loan this Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding The Agent shall notify the foregoing, the Borrower Company and the Guarantors shall not Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part 2 (Conditions Precedent required to be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests Delivered by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing officean Additional Obligor) of the relevant State(s) and filings with the USPTO and the USCO and Schedule 2 (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign JurisdictionConditions Precedent), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated Loan Agreement (Hillenbrand, Inc.)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: Cause (i) In each of the case of any such Subsidiary that becomes (or is so designated as) a Borrower’s Material Domestic SubsidiarySubsidiaries that is a Restricted Subsidiary which is not a party to this Credit Agreement, within 30 days (whether newly formed, after acquired or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) otherwise existing and (ii) take all actions necessary any guarantor of the Subordinated Notes which is not a party to cause such Lien this Credit Agreement, to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to promptly become a Guarantor merely due to its ownership “Guarantor” hereunder by way of Equity Interests in any Domestic Subsidiary that owns real propertyexecution of a Joinder Agreement. (b) If requested To the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than Unrestricted Subsidiaries) which are not Guarantors collectively own greater than 15% of Consolidated Total Assets, cause one or more of such Immaterial Domestic Subsidiaries to promptly become a “Guarantor” hereunder by way of execution of a Joinder Agreement to reduce the Administrative Agent, Consolidated Total Assets ownership percentage of the Administrative Agent shall receive an opinion of counsel for remaining Immaterial Domestic Subsidiaries that are not Guarantors to 15% or below; provided that (i) the Credit Parties may elect to release any Immaterial Domestic Subsidiary as a Guarantor hereunder to the extent the Borrower (or local counsel delivers to the Administrative Agent a certificate of a Responsible Officer certifying that, after giving effect to such release, the extent customary in an Applicable Foreign JurisdictionBorrower’s Immaterial Domestic Subsidiaries that are not Guarantors collectively own less than 15% of Consolidated Total Assets and (ii) in form it is acknowledged and substance reasonably satisfactory to agreed that the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating may take such action as is necessary to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of release such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsImmaterial Domestic Subsidiary from its Guaranty. (c) Notwithstanding anything to the foregoingcontrary in this Section 6.9, if the Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of the definition of Unrestricted Subsidiary, such Guarantor shall be released from its Guaranty, it being acknowledged and the Guarantors shall not be required, nor shall agreed that the Administrative Agent be authorized, (A) may take such action as is necessary to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in release such from its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesGuaranty.

Appears in 2 contracts

Samples: Credit Agreement (Dycom Industries Inc), Credit Agreement (Dycom Industries Inc)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements Cause each Wholly-Owned Subsidiary which has not previously executed and delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” related Collateral Documents to execute and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesParties promptly, and in any event within 10 Business Days following such Subsidiary’s becoming a Subsidiary, a Lien on the Guaranty and, as applicable, such Collateral owned by Documents, together with a resolution of its board of directors or other similar governing body authorizing such Material Domestic Subsidiary (other than Excluded Collateral) Guaranty and (z) take all actions necessary Collateral Documents; provided, that such Person shall not be required to cause such Lien grant a Mortgage with respect to be duly perfected any Real Property to the extent required by the Security Documents in accordance with all applicable laws. (ii) In fair market value of the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery Real Estate of such financial statements, (i) deliver Person does not exceed $25,000,000. Notwithstanding anything to the Administrative Agent such amendments contrary and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, (a) any Subsidiary designated as an Unrestricted Subsidiary pursuant to Section 6.14 hereto shall not be subject to the requirements of this Section 6.13, (b) no Domestic Subsidiary acquired after the Closing Date shall be required to become furnish any such Guaranties or Collateral Documents if such Subsidiary is a Guarantor merely due to its ownership of Equity Interests in Foreign Subsidiary or any Domestic Subsidiary that owns real property. 65% or more of the stock of a CFC so long as such entity has no assets other than the stock of CFCs, obligations, indebtedness or receivables of or attributable to such CFCs and de minimis assets, if and to the extent that such actions would create or result in a Deemed Dividend Problem, (bc) If requested any Subsidiary that is subject to any contractual or legal restrictions under applicable law which at such time would be contravened by its becoming a Loan Party shall not be subject to the Administrative Agentrequirements of this Section 6.13, or (d) any assets if, in the reasonable judgment of the Administrative Agent shall receive an opinion evidenced in writing, determined in consultation with the Borrowers, the burden, cost or consequences of counsel for the Borrower (creating or local counsel perfecting such pledges or security interests in such assets is excessive in relation to the Administrative Agent benefits to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested be obtained therefrom by the Administrative Agent relating to any Guaranty or joinder agreement or Secured Parties under the amendments and supplements to the Security Loan Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant subject to the Uniform Commercial Code in the office requirements of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesthis Section 6.13.

Appears in 2 contracts

Samples: Credit Agreement (Atlantic Power Corp), Credit Agreement (Atlantic Power Corp)

Additional Guarantors. (a) If, as In the event that the Borrower shall request that certain Real Estate owned or leased by a Wholly-Owned Subsidiary of the date Borrower be included as an Unencumbered Pool Asset, the Borrower shall as a condition thereto, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the most recently available financial statements delivered pursuant Borrower which owns, directly or indirectly, Equity Interests in such Wholly-Owned Subsidiary, to Section 5.01(a) or (b)execute and deliver to Agent a Joinder Agreement, as the case may be, any and such Subsidiary shall have become a Material Domestic Subsidiary (or shall Guarantor hereunder and thereunder. Notwithstanding the foregoing, Agent may, in its reasonable discretion, permit Real Estate located in an Approved Foreign Country to be otherwise designated included as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or an Unencumbered Pool Asset without requiring any Person shall have become a Material Excluded Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any which indirectly owns such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required Real Estate to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated so long as such Real Estate otherwise satisfies all of the date conditions to be included as an Unencumbered Pool Asset hereunder. In addition, in the event any Subsidiary of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. REIT shall constitute a Material Subsidiary within the meaning of clause (c) Notwithstanding of the foregoingdefinition thereof, the Borrower and the Guarantors shall not be requiredcause such Subsidiary, nor shall the Administrative Agent be authorized, (A) as a condition to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (such Subsidiary’s becoming an obligor or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action guarantor with respect to any assets located outside of such other Unsecured Indebtedness described therein, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and thereunder and to execute the United States other thanContribution Agreement. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the pledge Guarantors to be true and correct with respect to each such Subsidiary. Additionally, notwithstanding anything to the contrary contained herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the Equity Interests enforceability and collectability of such Guaranty (including, any Material Foreign Subsidiaryjudgment arising thereunder) against any such Subsidiary in its jurisdiction of organization, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements in which Real Estate or other Security Documents that will be governed under assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the laws of any non-U.S. jurisdiction other than, Agent may reasonably require. In connection with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesJoinder Agreement or separate Guaranty, the Borrower shall deliver to the Agent such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Appears in 2 contracts

Samples: Credit Agreement (Global Net Lease, Inc.), Credit Agreement (Global Net Lease, Inc.)

Additional Guarantors. Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) Ifexecute and deliver, or cause to be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as of the date of the most recently available financial statements delivered pursuant may be requested by Administrative Agent to Section 5.01(a) or ensure that Administrative Agent has a perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any cause such Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: to (i) In the case of any such Subsidiary that becomes become a Guarantor by executing and delivering to Administrative Agent a Guaranty (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateralexisting Guaranty), (yii) execute and deliver to the all Security Documents requested by Administrative Agent such joinder agreements, amendments and supplements pledging to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesParties all of its Property (subject to such exceptions as Administrative Agent may permit), a Lien on subject, with respect to Oil and Gas Properties, the Collateral owned by such Material Domestic Subsidiary limitations set forth in clause (other than Excluded Collateraliii) below and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, Agent for the benefit of Secured Parties, Parties a perfected first priority Lien on such property, including the Collateral consisting filing of the Equity Interests issued by UCC financing statements in such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to jurisdictions as may be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the (iii) with respect to each Oil and Gas Property owned by such Subsidiary, execute, acknowledge and deliver a Mortgage or Mortgages required to comply with Section 4.1, (iv) deliver to Administrative Agent title opinions and/or other title information and data acceptable to Administrative Agent such that Administrative Agent shall receive an opinion have received, together with the title information previously delivered to Administrative Agent, acceptable title information sufficient to meet the requirements of Section 7.14; and (v) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary such Person in an Applicable Foreign Jurisdiction) in form form, content and substance scope reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsAgent. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)

Additional Guarantors. (a) IfSubject to compliance with the provisions of paragraphs (b) and (c) of Clause 23.10 (Know your customer checks), the Parent may request that any of its wholly owned Subsidiaries (other than an Ancillary Company) becomes an Additional Guarantor. (b) Subject to the Agreed Security Principles, the Parent shall procure that any member of the Group which is a Material Company (other than an Ancillary Company) shall, as soon as possible after becoming a Material Company, become an Additional Guarantor, grant such Transaction Security as the Facility Agent may require and accede to the Intercreditor Agreement. The Parent shall ensure that the entire issued share capital of such Material Company becomes the subject of the Transaction Security. (c) The designation of a Subsidiary as a Material Company shall be determined by reference to the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group (excluding any Ancillary Company from the calculation of the Consolidated EBITDA, gross assets and turnover of the Group but including the Concessionaires in such calculation). However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by the Auditors as representing an accurate reflection of the revised Consolidated EBITDA, gross assets or turnover of the Group). (d) A Material Company which becomes an Additional Guarantor pursuant to this Clause 28.2 must also satisfy Clause 9 (New Obligors) of the Intercreditor Agreement in order to be included for the purposes of calculating compliance with the Guarantor Threshold Test. (e) A report by the Auditors of the Parent confirming that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties. (f) For information purposes, a list of all the Material Companies as at the date of this Agreement are contained in Part I of Schedule 11 (Material Companies and Dormant Subsidiaries). (g) A member of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary Group shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (i) In the case Parent and the proposed Additional Guarantor deliver to the Facility Agent a duly completed and executed Accession Letter; and (ii) the Facility Agent has received all of any such Subsidiary the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that becomes (or is so designated as) a Material Domestic SubsidiaryAdditional Guarantor, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty each in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Facility Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsacting reasonably. (iih) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative The Facility Agent shall deem necessary or advisable to grant to notify the Administrative Agent, for Parent and the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary Lenders promptly upon being satisfied that it has received (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to it acting reasonably) all the Administrative Agent documents and other evidence listed in respect Part II of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSchedule 2 (Conditions precedent). (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Permanent Facility Agreement (Groupe Eurotunnel SA), Permanent Facility Agreement (Groupe Eurotunnel SA)

Additional Guarantors. In the event that any Person becomes a Subsidiary of any Credit Party, such Credit Party shall, concurrently with such Person becoming a Subsidiary, (a) Ifcause such Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement and/or party to the applicable Collateral Documents by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement and/or any other counterpart or joinder agreement required under the applicable Collateral Documents, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or and (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all such actions necessary and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are reasonably requested by Collateral Agent in connection therewith, including such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(j), 3.1(k), 3.1(m), and 3.1(n), and the execution and delivery or joinder to the Intercompany Note and Subordination. In addition, such Credit Party shall deliver, or cause such Lien Subsidiary to be duly perfected to the extent required deliver, as applicable, all such documents, instruments, agreements, and certificates as are reasonably requested by the Security Documents Collateral Agent in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable order to grant and to the Administrative perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting in 100% of the Equity Interests issued by Capital Stock of such Material Foreign Subsidiary under the Pledge and Security Agreement (other than Excluded Collateralincluding, as applicable, original certificates evidencing such Capital Stock and related powers or instruments of transfer executed in blank, as applicable) and/or party the applicable Collateral Documents. With respect to each such Subsidiary, Company shall send to Administrative Agent prior written notice setting forth with respect to such Person (i) the date on which such Person is intended to become a Subsidiary of Company, and (ii) take all actions necessary to cause such Lien of the data required to be duly perfected set forth in Schedules 4.1 and 4.2 with respect to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance Subsidiaries of doubtCompany; provided, no Domestic Subsidiary such written notice shall be required deemed to become supplement Schedule 4.1 and 4.2 for all purposes hereof automatically upon such Person becoming a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Subsidiary. Notwithstanding the foregoing, the Borrower Credit Parties may, at their option, exclude any Foreign Subsidiaries from the requirements of this Section 5.10 and Section 5.11 to the Guarantors extent (I) no Default or Event of Default has occurred and is continuing or would result from such exclusion and (II) the aggregate amount of Consolidated Adjusted EBITDA and consolidated total assets attributable to such Foreign Subsidiaries (measured in a manner that eliminates all intercompany transactions with the Credit Parties) does not in the aggregate exceed 5% of Consolidated Adjusted EBITDA and 5% of consolidated total assets during any period (the “Excluded Foreign Subsidiary Threshold”); provided, that, if at any time the Excluded Foreign Subsidiary Threshold is exceeded, the Company shall not be required, nor shall promptly (and in any event within one (1) Business Days) notify the Administrative Agent be authorizedof such occurrence and shall, within ten (10) days (or such long period that the Administrative Agent shall agree to in its sole discretion) of such occurrence (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code designate in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery writing to the Administrative Agent to one or more of such Foreign Subsidiaries that shall no longer be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued excluded by the Guarantors (other than Holdings) requirements of this Section 5.10 and Material Section 5.11 until the Credit Parties are in compliance with the Excluded Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, Subsidiary Threshold and (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of cause each such Material Foreign Subsidiary (and any Credit Party owning the Capital Stock of each such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings comply with the USPTO requirements of this Section 5.10 and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesSection 5.11.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (ONE Group Hospitality, Inc.), Credit and Guaranty Agreement (ONE Group Hospitality, Inc.)

Additional Guarantors. (a) If, as Subject to compliance with the provisions of the date paragraphs (c) and (d) of the most recently available financial statements delivered pursuant to Section 5.01(a) or Clause 21.9 (b“Know your customer” checks), as the case Borrower may be, request that any of its wholly owned Subsidiaries which is not a Dormant Subsidiary becomes an Additional Guarantor. That Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (i) In it is incorporated in the case same jurisdiction as an existing Guarantor and the Majority Lenders approve the addition of any such that Subsidiary or otherwise if all the Lenders approve the addition of that becomes Subsidiary; (ii) the Borrower and that Subsidiary deliver to the Agent a duly completed and executed Accession Deed; (iii) the Borrower confirms that no Default is continuing or is so designated aswould occur as a result of that Subsidiary becoming an Additional Guarantor; and (iv) a Material Domestic Subsidiary, within 30 days (or such longer period the Agent has received all of time as the Administrative Agent may agree documents and other evidence listed in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, orPart C and, if a Guaranty has previously been entered into by a Material Domestic Subsidiary applicable, Part D of Schedule 2 (and remains Conditions precedent) in effect)relation to that Additional Guarantor, a joinder agreement to such Guaranty each in form and substance reasonably satisfactory to the Administrative Agent, Agent (2) deliver to acting on the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit instructions of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertyMajority Lenders). (b) If requested by the Administrative Agent, the Administrative The Agent shall receive an opinion of counsel for notify the Borrower and the Lenders promptly upon being satisfied that it has received (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to it (acting on the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as instructions of the date Majority Lenders)) all the documents and other evidence listed in Part C and, if applicable, Part D of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSchedule 2 (Conditions precedent). (c) Notwithstanding Other than to the foregoingextent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (b) above, the Borrower and Lenders authorise (but do not require) the Guarantors Agent to give that notification. The Agent shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents liable for any Subsidiary damages, costs or losses whatsoever as a result of the Borrower, the certification of uncertificated securities or the delivery of giving any director resignation letters in respect of any Foreign Subsidiariessuch notification.

Appears in 2 contracts

Samples: Facility Agreement (NorthStar Healthcare Income, Inc.), Facility Agreement (Northstar Realty Finance Corp.)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant from time to Section 5.01(a) or (b), as the case may betime, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated Person qualifies as a Material Domestic Subsidiary by Guarantor, the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In if such Person is a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the case of date any such Subsidiary that becomes (or is so designated asPerson meets the requirements for becoming a Guarantor as set forth in this Section 6.12) become a Material Domestic Subsidiary, within 30 days (Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such longer period of time other documents or materials as the Administrative Agent may agree in its sole discretion) after delivery of shall reasonably deem appropriate for such financial statementspurpose, (1ii) provide the Administrative Agent with notice thereof, and (iii) cause such Material Domestic Subsidiary Person to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary deliver to the Administrative Agent documents of the types referred to in clauses (and remains in effectiii), a joinder agreement to such Guaranty (iv) and (ix) of Section 4.01(a), all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (2whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (b) Notwithstanding any other provisions of this Agreement to the contrary to the extent a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder in accordance with the following: (i) the Borrower shall deliver to the Administrative Agent, each Issuing Bank not less than ten (10) days and each Lender all documentation and other information required by bank regulatory authorities under applicable “knownot more than forty-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and five (345) (x) deliver days prior to the Administrative Agent any certificates representing anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the Collateral consisting of Equity Interests issued by such Material Domestic applicable Subsidiary Guarantor; and (to the extent such Equity Interests are certificatedii) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable have reviewed and approved (in writing) the request for release delivered pursuant to grant subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected ’s approval thereof. Notwithstanding any language to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case contrary above, so long as a Responsible Officer of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to Parent) has certified in a compliance certificate (and the Administrative Agent to has no evidence or information which brings into reasonable doubt the extent customary in an Applicable Foreign Jurisdictionveracity of such certifications) in form that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested issued by the Administrative Agent relating to any Guaranty or joinder agreement or within the amendments and supplements to 10-day time period specified in subsection (b)(ii); provided, however, no such release of a Guarantor hereunder shall become effective until such Subsidiary Guarantor no longer meets the Security Documents or additional Security Documents delivered pursuant to this Section, dated as requirements of the date definition of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office a Subsidiary Guarantor. Upon satisfaction of each of the secretary above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and under each of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents. Administrative Agent shall, (B) to take any action with respect to any assets located outside upon written request therefore, provide a written confirmation of the United States other than, with respect to the pledge release of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesapplicable Guarantor hereunder.

Appears in 2 contracts

Samples: Term Loan Agreement (Tanger Properties LTD Partnership /Nc/), Term Loan Agreement (Tanger Properties LTD Partnership /Nc/)

Additional Guarantors. (a) IfAt all times other than during a period following a Collateral and Guarantor Release Date that has not been followed by a Collateralization Date, as soon as practicable and in any event within 30 days after (i) any Person becomes a direct or indirect Restricted Subsidiary of Airgas or (ii) any direct or indirect Subsidiary of Airgas guarantees Airgas' obligations under any Junior Financing Documentation, the Credit Parties shall (a) provide the U.S. Agent with written notice thereof, (b) cause such Person to execute a Joinder Agreement, (c) deliver such other documentation as the U.S. Agent may reasonably request in connection with the foregoing, including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such Joinder Agreement) and other items of the date of the most recently available financial statements types required to be delivered pursuant to Section 5.01(a) or (b5.1(b), as the case may beall in form, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (content and remains in effect), a joinder agreement to such Guaranty in form and substance scope reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act U.S. Agent and (3d) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents otherwise comply with Section 7.13 in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery respect of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertyPerson. (b) If requested by Upon the Administrative Agentoccurrence of a Collateralization Date, Airgas shall (i) cause each of its Restricted Subsidiaries to execute a Joinder Agreement, (ii) deliver such other documentation as the U.S. Agent may reasonably request in connection with the foregoing, including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the Administrative Agent shall receive an opinion legality, validity, binding effect and enforceability of counsel for such Joinder Agreement) and other items of the Borrower (or local counsel types delivered pursuant to Section 5.1(b) on the Administrative Agent to the extent customary Closing Date, all in an Applicable Foreign Jurisdiction) in form form, content and substance scope reasonably satisfactory to the Administrative U.S. Agent and (iii) otherwise comply with Section 7.13 in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements such Restricted Subsidiaries. Notwithstanding anything in this Section 7.12 to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoingcontrary, the Borrower and the Guarantors Credit Parties shall not be required, nor shall the Administrative Agent be authorized, (A) required to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office provide legal opinions of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action foreign counsel with respect to any assets located outside of Immaterial Foreign Subsidiaries in connection with the United States other than, with respect to the pledge of the Equity Interests execution of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesJoinder Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Airgas Carbonic Inc), Credit Agreement (Airgas Northern California & Nevada Inc)

Additional Guarantors. (a) IfIf the Company, as or any Subsidiary of the date --------------------- Company, shall incorporate, create or acquire any Material U.S. Subsidiary, or if any Subsidiary of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary Company shall have become a Material Domestic U.S. Subsidiary, the Company shall cause such Subsidiary (or shall be otherwise designated as constituting such a Material Domestic U.S. Subsidiary by to furnish promptly, but in no event more than 30 days after sending the Borrower hereunder or notice required under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreementsubsection 7.3(c), then each of the Borrower shallfollowing to the Agent, in sufficient quantities for each Bank: (i) In a duly executed notice and agreement in substantially the case form of any such Subsidiary that becomes Exhibit I (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (an "Additional Guarantor Assumption Agreement"); and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.--------- ----------------------------------------- (ii) In (A) (1) copies of the case resolutions of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period the board of time as the Administrative Agent may agree in its sole discretion) after delivery directors of such financial statementsSubsidiary approving and authorizing the execution, (i) deliver to the Administrative Agent such amendments delivery and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued performance by such Material Foreign Subsidiary (other than Excluded Collateral) of its Additional Guarantor Assumption Agreement and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubtthis Agreement, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated certified as of the date of such Guaranty Additional Guarantor Assumption Agreement (the "Additional Guarantor Accession Date") ----------------------------------- by the Secretary or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office an Assistant Secretary of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO such Subsidiary; and (2) delivery a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to the Administrative Agent execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, delivered hereunder; (B) to take any action with respect to any assets located outside the articles or certificate of incorporation of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the United States other thanAdditional Guarantor Accession Date, with respect to and the pledge bylaws of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), Additional Guarantor Accession Date; and (C) an opinion of counsel to make or authorize any filings with respect such Subsidiary and addressed to intellectual property other than filings with the USPTO Agent and the USCOBanks, (D) substantially in the form of Exhibit E; --------- provided that Xxxxx Xxxxxxxx International Group, Inc. shall not be required to enter into any control agreement with respect -------- become an Additional Guarantor prior to any Collateral or (E) July 31, 1998 and no special-purpose Subsidiary the business and activities of which are restricted to require being the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesentity through which a Permitted Receivables Purchase Facility is effected shall be required to be an Additional Guarantor.

Appears in 2 contracts

Samples: Revolving Multicurrency Credit Agreement (Johns Manville International Group Inc), Revolving Multicurrency Credit Agreement (Johns Manville Corp /New/)

Additional Guarantors. SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT This SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT, dated as of April 24, 2000, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for (a) Ifthe banks and other financial institutions or entities (collectively, the "Facility A Lenders") from time to time parties to the Second Amended and Restated Credit Agreement, dated as of April 24, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the date of "Facility A Credit Agreement"), among L-3 Communications Corporation, a Delaware corporation (the most recently available financial statements delivered pursuant to Section 5.01(a) or "Borrower"), the Facility A Lenders, Xxxxxx Commercial Paper Inc. (b"LCPI"), as documentation agent (in such capacity, the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement"Facility A Documentation Agent"), then LCPI as syndication agent (in such capacity, the Borrower shall: (i) In "Facility A Syndication Agent"; and together with the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Facility A Documentation Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion "Facility A Agents"), LCPI and Banc of counsel for America Securities LLC (f/k/a BancAmerica Xxxxxxxxx Xxxxxxxx) as arrangers (in such capacity, the Borrower (or local counsel to "Facility A Arrangers"), the Administrative Agent and certain other entities named therein as Co-Agents, which amended and restated in its entirety that certain Amended and Restated Credit Agreement dated as of August 13, 1998 (as amended, restated, supplemented or otherwise modified prior to the extent customary in an Applicable Foreign Jurisdictiondate hereof, the "Original Facility A Credit Agreement") in form and substance reasonably satisfactory to among the Borrower, the Agents party thereto (the "Original Facility A Agents", including the Administrative Agent in respect party thereto, the "Original Facility A Administrative Agent"), the lenders party thereto (the "Original Facility A Lenders") and LCPI and BancAmerica Xxxxxxxxx Xxxxxxxx (n/k/a Banc of matters reasonably requested by America Securities LLC ) as arrangers, and (b) the Administrative Agent relating banks and other financial institutions or entities (the "Facility B Lenders"; and together with the Facility A Lenders, the "Lenders"), from time to any Guaranty or joinder agreement or the amendments and supplements time parties to the Security Documents or additional Security Documents delivered pursuant to this SectionAmended and Restated 364 Day Credit Agreement, dated as of the date of such Guaranty April 24, 2000 (as amended, restated, supplemented or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoingotherwise modified from time to time, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction"Facility B Credit Agreement"), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of among the Borrower, the certification Administrative Agent, LCPI as documentation agent (in such capacity, the "Facility B Documentation Agent"), LCPI as syndication agent (in such capacity, the "Facility B Syndication Agent"; and together with the Facility B Documentation Agent and the Administrative Agent, the "Facility B Agents"), LCPI and Banc of uncertificated securities America Securities LLC (f/k/a BankAmerica Xxxxxxxxx Xxxxxxxx) as arrangers (in such capacity, the "Facility B Arrangers"), the Administrative Agent and certain other entities named therein as Co-Agents, which amended and restated in its entirety that certain 364 Day Credit Agreement dated as of August 13, 1998 (as amended, restated, supplemented or otherwise modified prior to the delivery date hereof, the "Original Facility B Credit Agreement"; and together with the Original Facility A Credit Agreement, the "Original Credit Agreements") among the Borrower, the Administrative Agent (the "Original Facility B Administrative Agent"; and together with the Original Facility A Administrative Agent, the "Original Administrative Agents"), the other Agents party thereto (together with the Original Facility B Administrative Agent, the "Original Facility B Agents"; and together with the Original Facility A Agents, the Original Agents"), the lenders party thereto (the "Original Facility B Lenders"; and together with the Original Facility A Lenders, the "Original Lenders") and LCPI and BancAmerica Xxxxxxxxx Xxxxxxxx (n/k/a Banc of any director resignation letters in respect of any Foreign Subsidiaries.America Securities LLC ) as arrangers, and (c) the banks and other financial institutions or entities (the

Appears in 2 contracts

Samples: Credit Agreement (L 3 Communications Corp), 364 Day Credit Agreement (L 3 Communications Corp)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Revolving Credit Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank Agent and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(sStates(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Term Loan Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc)

Additional Guarantors. Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) Ifexecute and deliver, or cause to be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as of the date of the most recently available financial statements delivered pursuant may be requested by Administrative Agent to Section 5.01(a) or ensure that Administrative Agent has a perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any cause such Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: to (i) In the case of any such Subsidiary that becomes become a Guarantor by executing and delivering to Administrative Agent a Guaranty (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateralexisting Guaranty), (yii) execute and deliver to the all Security Documents requested by Administrative Agent such joinder agreements, amendments and supplements pledging to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured PartiesParties all of its Property (subject to such exceptions as Administrative Agent may permit), a Lien on subject, with respect to Oil and Gas Properties, the Collateral owned by such Material Domestic Subsidiary limitations set forth in clause (other than Excluded Collateraliii) below and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, Agent for the benefit of Secured Parties, Parties a perfected first priority Lien on such property, including the Collateral consisting filing of the Equity Interests issued by UCC financing statements in such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to jurisdictions as may be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, (iii) with respect to each Oil and Gas Property owned by such Subsidiary, execute, acknowledge and deliver a Mortgage or Mortgages and evidence of the proper recordation of each such Mortgage in the appropriate filing office, in each case, sufficient to cause the Recognized Value of the Mortgaged Properties to be not less than the Required Reserve Value, (iv) deliver to Administrative Agent title opinions and/or other title information and data acceptable to Administrative Agent such that Administrative Agent shall receive an opinion have received, together with the title information previously delivered to Administrative Agent, acceptable title information regarding those Oil and Gas Properties that in the aggregate represent not less than 80% of the Recognized Value of all Proved Oil and Gas Properties evaluated in the most recent Reserve Report; and (v) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary such Person in an Applicable Foreign Jurisdiction) in form form, content and substance scope reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsAgent. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within Not later than 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretionagree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary (other than a Bank Subsidiary or an Excluded Domestic Subsidiary) that is not a Guarantor as of the period end date of such financial statementsstatements would qualify as of such period end date as a Significant Subsidiary or (b) promptly (or such period as the Administrative Agent may agree) after the date that any Subsidiary becomes a guarantor with respect to the Revolver, (1) the Company shall cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (execute and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any a Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates representing the Collateral consisting or articles of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and other than Excluded Collateral)applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such Subsidiary comparable to those delivered pursuant to Section 4.01, and (yiii) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien may reasonably request. The Company may request that any Guarantor cease to be duly perfected to a Guarantor and be released and discharged from its obligations under the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, Subsidiary Guaranty if (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the terms of this Agreement, or (ii) such Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Material Foreign Subsidiary, the jurisdiction of organization Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Material Foreign Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.01, would cease to qualify as a Significant Subsidiary and (such jurisdictionB) has or is being released as a guarantor of the obligations of the Company and/or the Borrowers, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreementsas applicable, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect Revolver (if and to the pledge of the Equity Interests of any Material Foreign Subsidiaryextent then existing, the Applicable Foreign Jurisdictionas applicable), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Term Loan Agreement (Global Payments Inc), Term Loan Agreement (Global Payments Inc)

Additional Guarantors. (a) IfSubject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), as the Company may request that any of its Subsidiaries which is not incorporated in a Restricted Jurisdiction become a Guarantor. (b) Subject to the Agreed Security Principles, the Company shall procure that following the date of this Agreement any other member of the most recently available financial statements delivered pursuant Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to Section 5.01(athe Agreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic, the Czech Republic or in respect of the Kingdom of Thailand where such Subsidiary operates a school, shall be required to become an Additional Guarantor or grant Transaction Security (except that share security shall be granted, other than by a Subsidiary incorporated in the Kingdom of Thailand which operates a school in the Kingdom of Thailand, in respect of any Subsidiary of the Company incorporated in the Kingdom of Thailand) and further provided that no subsidiary of the Company shall be required to become an Additional Guarantor or to grant Transaction Security to the extent that subsidiary is not required by the Agent (under and as defined in the SSRCF) to become an Additional Guarantor (under and as defined in the SSRCF) or to grant Transaction Security (bunder and as defined in the SSRCF), as . (c) A member of the case may be, any Subsidiary Group shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (i) In the case Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and (ii) the Agent has received all of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree documents and other evidence listed in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, orPart 2 and, if a Guaranty has previously been entered into by a Material Domestic Subsidiary applicable, Part 3 of Schedule 2 (and remains Conditions Precedent) in effect)relation to that Additional Guarantor, a joinder agreement to such Guaranty each in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsacting reasonably. (iid) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative The Agent shall deem necessary or advisable to grant to notify the Administrative Agent, for Company and the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary Lenders promptly upon being satisfied that it has received (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to it, acting reasonably) all the Administrative Agent documents and other evidence listed in respect Part 2 and, if applicable, Part 3 of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSchedule 2 (Conditions Precedent). (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Revolving Facility Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)

Additional Guarantors. (a) IfIf a Minority Investment or Subsidiary shall at any time after the Effective Date become a U.S. Wholly-Owned Subsidiary, or if Holdings, or any U.S. Wholly-Owned Subsidiary of Holdings, otherwise shall incorporate, create or acquire any U.S. Wholly-Owned Subsidiary, Holdings shall cause such U.S. Wholly-Owned Subsidiary to furnish promptly, but in no event more than thirty (30) days thereafter, each of the following to the Administrative Agent, in sufficient quantities for each Lender: (i) a duly executed notice and agreement in substantially the form of Exhibit G (an “Additional Guarantor Assumption Agreement”); (ii) (A) copies of the resolutions of the board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor Assumption Agreement and this Agreement, certified as of the date of such Additional Guarantor Assumption Agreement (the most recently available financial statements delivered pursuant “Additional Guarantor Accession Date”) by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to Section 5.01(a) or (b)execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the case may be, any Subsidiary shall have become a Material Domestic Subsidiary articles or certificate of incorporation and bylaws (or shall be otherwise designated other applicable Organization Documents) of such Subsidiary as a Material Domestic Subsidiary in effect on the Additional Guarantor Accession Date, certified by the Borrower hereunder Secretary or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary Assistant Secretary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (iother appropriate officer) In the case of any such Subsidiary that becomes as of the Additional Guarantor Accession Date; and (or is so designated asD) a Material Domestic Subsidiary, within 30 days (or an opinion of counsel to such longer period of time as Subsidiary and addressed to the Administrative Agent may agree and the Lenders, substantially in its sole discretionthe form of Exhibit H; and (iii) after delivery (A) such amendments to the schedules to the Security Agreement as shall be required in connection with the accession of such financial statementsSubsidiary thereto; (B) executed UCC-1 financing statements furnished by the Administrative Agent in each jurisdiction in which such filing is necessary to perfect the security interest of the Administrative Agent on behalf of the Lenders in the Collateral of such Subsidiary and in which the Administrative Agent requests that such filing be made, and (1C) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into requested by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation such Mortgages and other information documents as may be required by bank regulatory authorities under applicable “know-your-customer” to create and anti-money laundering rules perfect a Lien in the interests of such Subsidiary in any real property and regulations, including the USA PATRIOT Act such title insurance policies and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents Majority Lenders may reasonably request in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertyconnection therewith. (b) If requested by the Administrative AgentAdditionally, the Administrative Agent Holdings and such Subsidiary shall receive an opinion of counsel for the Borrower (or local counsel have executed and delivered to the Administrative Agent to the extent customary (in an Applicable Foreign Jurisdictionsufficient quantities for each Lender) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters such other items as reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding in connection with the foregoing, the Borrower including officers’ certificates, search reports and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges other certificates and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesdocuments.

Appears in 2 contracts

Samples: Credit Agreement (Building Materials Holding Corp), Credit Agreement (Building Materials Holding Corp)

Additional Guarantors. (a) If, as The Company shall ensure that at any time upon the occurrence of an Additional Guarantor Event in relation to a member of the date Group, such member of the most recently available financial statements delivered Group or another member of the Group that has borrowed or guaranteed such additional Financial Indebtedness (or in relation to sub-paragraph (c) of the definition of “Additional Guarantor Event”, such Subsidiary of the Company that has been nominated to grant a Guarantee pursuant to Section 5.01(aClause 18.4(h) (Senior Bonds Issue)) in each case which triggers an Additional Guarantor Event, shall accede as Additional Guarantors (if and when the relevant member of the Group can do so without violation of any applicable corporate or (bother laws), in each case by delivering to the Agent an Accession Agreement (substantially in the form attached as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary Schedule 3 (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Accession Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertyexecuted. (b) If requested by the Administrative AgentUpon execution and delivery of an Accession Agreement, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as relevant member of the date Group will irrevocably and unconditionally guarantee the full payment of such Guaranty or joinder agreementinterest, amendments principal and supplements or additional Security Documentsany other amount due hereunder in accordance with this Clause 19 (Guarantee) and shall become an Additional Guarantor. (c) Notwithstanding The Borrowers shall procure that, at the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant same time as an Accession Agreement is delivered to the Uniform Commercial Code Agent, there is also delivered to the Agent all those documents listed in the office of the secretary of state Schedule 4 (or similar central filing office) of the relevant State(sFurther Conditions Precedent) and filings with other documents as the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, may reasonably require in each case as expressly required herein or in form and substance satisfactory to the Agent. (d) The execution of an Accession Agreement constitutes confirmation by the Loan Documents, Additional Guarantor concerned that the representations and warranties set out in Clause 17 (BRepresentations and Warranties) to take any action with respect to any assets located outside be made by it on the date of the United States other thanAccession Agreement are correct, as if made with respect reference to the pledge facts and circumstances then existing. (e) The Company herewith irrevocably and unconditionally agrees to accept service of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings process in connection with the USPTO and Finance Documents for each Additional Guarantor incorporated outside the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment Federal Republic of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters Germany in respect of any Foreign Subsidiarieslegal actions instituted before the courts in the Federal Republic of Germany.

Appears in 2 contracts

Samples: Multicurrency Revolving Credit Facility Agreement (Qimonda AG), Multicurrency Revolving Credit Facility Agreement (Qimonda AG)

Additional Guarantors. (a) IfSubject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company may request that any of its Subsidiaries which is not incorporated in a Restricted Jurisdiction become a Guarantor. (b) Subject to the Agreed Security Principles, the Company shall ensure that each member of the Group identified in Part 3 of Schedule 2 (Conditions Precedent) as an Obligor shall become an Additional Guarantor and shall grant the Transaction Security specified opposite the name of that member of the Group in Part 3 of Schedule 2 (Conditions Precedent) on or before the Closing Date. (c) Subject to the Agreed Security Principles, the Company shall procure that following the Closing Date any other member of the Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the date Company incorporated in the People’s Republic of China, the Slovak Republic, the Czech Republic or in respect of the most recently available financial statements delivered pursuant Kingdom of Thailand where such Subsidiary operates a school, shall be required to Section 5.01(a) become an Additional Guarantor or grant Transaction Security (b)except that share security shall be granted, as other than by a Subsidiary incorporated in the case may beKingdom of Thailand which operates a school in the Kingdom of Thailand, in respect of any Subsidiary of the Company incorporated in the Kingdom of Thailand). (d) A member of the Group shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (i) In the case Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and (ii) the Agent has received all of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree documents and other evidence listed in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, orPart 2 and, if a Guaranty has previously been entered into by a Material Domestic Subsidiary applicable, Part 3 of Schedule 2 (and remains Conditions Precedent) in effect)relation to that Additional Guarantor, a joinder agreement to such Guaranty each in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsacting reasonably. (iie) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative The Agent shall deem necessary or advisable to grant to notify the Administrative Agent, for Company and the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary Lenders promptly upon being satisfied that it has received (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to it, acting reasonably) all the Administrative Agent documents and other evidence listed in respect Part 2 and, if applicable, Part 3 of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSchedule 2 (Conditions Precedent). (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.)

Additional Guarantors. (ai) IfSubject to paragraph (ii) below, as the Company or any Permitted Affiliate Parent may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that any of their respective Subsidiaries, any Permitted Affiliate Parent, or any Subsidiary of the date Ultimate Parent (other than a Subsidiary of the most recently available financial statements delivered pursuant to Section 5.01(aCompany or a Permitted Affiliate Parent) (a “Proposed Affiliate Subsidiary”) becomes an Additional Guarantor (and, if not already, a member of the Restricted Group) under this Agreement. (ii) Such member of the Restricted Group, such Permitted Affiliate Parent, or (b), as the case such Proposed Affiliate Subsidiary may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (iA) In such member of the case of any Restricted Group, such Subsidiary that becomes (Permitted Affiliate Parent, or is so designated as) a Material Domestic such Proposed Affiliate Subsidiary, within 30 days (or such longer period of time as applicable, and the Company deliver to the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (duly completed and remains in effect), a executed joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent; (B) the Company confirms that no Event of Default is continuing or would occur as a result of that member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary becoming an Additional Guarantor; (2C) deliver the Administrative Agent (for and on behalf of the Lenders) shall have received, at least 3 days prior to the Administrative Agentdate of accession of such member of the Restricted Group, each Issuing Bank and each Lender such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary as an Additional Guarantor, all documentation and other information about such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary required by bank regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act Patriot Act, and satisfactory to each Finance Party (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateralacting reasonably), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If has been requested by the Administrative Agent, Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent shall receive and for itself) in writing at least 10 days prior to the date of accession of such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary as an opinion of counsel for the Borrower Additional Guarantor; (or local counsel to D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the extent customary in an Applicable Foreign Jurisdiction) Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary, each in form and substance reasonably satisfactory to the Administrative Agent in respect Agent; and (E) such member of matters reasonably requested by the Administrative Agent relating Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary shall have entered into all documentation required for it to any Guaranty or joinder agreement or the amendments and supplements accede to the Security Documents or additional Security Documents delivered pursuant to this Section, dated applicable Intercreditor Agreement as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documentsan Additional Guarantor (as defined thereunder). (ciii) Notwithstanding The Administrative Agent shall notify the foregoing, the Borrower Company and the Guarantors shall not be requiredLenders promptly upon being satisfied that the conditions specified in clause (ii) above (and, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign SubsidiaryPermitted Affiliate Parent, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”Section 10.21(a)) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiarieshave been satisfied.

Appears in 2 contracts

Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

Additional Guarantors. If (i) CFTC or any of its Restricted Subsidiaries shall acquire or create another Domestic Subsidiary after the date of this Agreement (other than an Immaterial Subsidiary or a Subsidiary that has been designated as an Unrestricted Subsidiary or a Receivables Entity) or (ii) any Foreign Subsidiary or Immaterial Subsidiary of CFTC guarantees (or otherwise becomes liable for) Indebtedness of CFTC or a Guarantor, then CFTC will cause such Subsidiary to become a Guarantor hereunder and: (a) Ifexecute a Counterpart Agreement substantially in the form of Exhibit E, as in accordance with the terms of the date of the most recently available financial statements delivered this Agreement, pursuant to Section 5.01(a) or which such Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of CFTC’s Obligations on the terms set forth in this Agreement; (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (execute and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and or supplements to the relevant Security Collateral Documents or such other documents as the Administrative Agent shall deem necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a Lien on perfected security interest in the Equity Interests of such Subsidiary, subject to Permitted Liens and the Intercreditor Agreement, which are owned by CFTC or a Guarantor and are required to be pledged pursuant to the Collateral owned by such Material Domestic Subsidiary Documents; (other than Excluded Collateral) and (zc) take all such actions as are necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, Collateral Agent for the benefit of the Secured PartiesParties a perfected security interest in the assets of such Subsidiary, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) Assets and (ii) take all actions necessary subject to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower Permitted Liens and the Guarantors shall not be requiredIntercreditor Agreement, nor shall including the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the filing of Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiariesfinancing statements, in each case as expressly may be required herein or by the Loan Collateral Documents, ; (Bd) take such further action and execute and deliver such other documents specified in the Collateral Documents or as otherwise may be reasonably requested by the Collateral Agent to take any action with respect to any assets located outside of the United States other than, with respect give effect to the pledge foregoing; and (e) deliver to the Collateral Agent an Opinion of the Equity Interests of Counsel that (i) such Counterpart Agreement and any Material Foreign Subsidiaryother documents required to be delivered have been duly authorized, the jurisdiction of organization executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable obligations of such Material Foreign Subsidiary and (ii) the Collateral Documents to which such jurisdiction, Subsidiary is a party create a valid perfected Lien on the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariescovered thereby.

Appears in 2 contracts

Samples: Revolving Loan Agreement (CURO Group Holdings Corp.), Revolving Loan Agreement (CURO Group Holdings Corp.)

Additional Guarantors. Notify Agent at the time that any Person becomes a Wholly-Owned Restricted Subsidiary of Playboy; and promptly thereafter, cause each such Person that (i) at the time such notice is given (A) owns at least 10% of the book value of the combined assets of all of the Wholly-Owned Restricted Subsidiaries of Playboy (calculated as of the most recent month end for which financial statements are available) or (B) is otherwise requested by Agent or (ii) at the time such notice is given earns at least 10% of the combined earnings of all of the Wholly-Owned Restricted Subsidiaries of Playboy during any 12 month period (calculated as of the most recent month end for which financial statements are available) or (C) is otherwise requested by Agent, (a) Ifother than a Foreign Subsidiary, to become a Guarantor by executing and delivering to Agent a Loan Guaranty or Loan Guaranty joinder in a form reasonably acceptable to Agent, (b) other than a Foreign Subsidiary, to deliver to Agent documents reasonably necessary to grant to Agent (and permit Agent to perfect) a Lien on the personal property of such Person to the extent permitted herein, (c) to cause the appropriate Person to deliver to Agent a Pledge Agreement granting to Agent a Lien on the Equity Interests of such Person (excluding China and Gibraltar, unless otherwise agreed by Agent and Borrower) and (d) to deliver to Agent documents of the types referred to in clause (iv) of Section 4.01(a) and favorable opinions of counsel (including in-house counsel) to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (a), (b) and (c)), as of the date of the most recently available financial statements delivered pursuant applicable, all in form, content and scope reasonably satisfactory to Section 5.01(a) or Agent; provided, that compliance with clauses (b), as the case may be, any Subsidiary (c) and (d) of this Section 6.10 shall have become a Material Domestic Subsidiary (or shall not be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or required with respect to any Person shall have become a Material Foreign Subsidiary until 60 days after request therefor by Agent (or shall which request may be otherwise designated as a Material Foreign Subsidiary made by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion); provided further that, if any Person becomes a Wholly-Owned Restricted Subsidiary of Playboy after the Sixth Amendment Closing Date (other than Foreign Subsidiaries) after delivery but does not meet the thresholds set forth in clauses (i) or (ii) above at the time the Borrower gives the Agent notification thereof, but subsequently such Person meets the thresholds set forth in clause (i) or (ii) above, or the Agent otherwise requests, the Agent may request the Borrower thereafter to cause the requirements of such financial statementsclauses (a), (1b), (c) and (d) above to be met with respect to such Person within 60 days of any request therefor by the Agent and the Borrower shall cause such Material Domestic Subsidiary requirements to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains be satisfied in effect), a joinder agreement to accordance with such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) request. The Borrower shall deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including concurrently with the USA PATRIOT Act and (3) (x) deliver delivery of the financial statements referred to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificatedin Section 6.01(a) and Equity Interests owned by such Material Domestic the Compliance Certificate delivered with respect thereto, with respect to each Person that becomes a Wholly-Owned Restricted Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary Playboy (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery the Sixth Amendment Closing Date, a calculation of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting book value of the Equity Interests issued by assets of such Material Foreign Wholly-Owned Restricted Subsidiary as a percentage of the book value of the combined assets of all of the Wholly-Owned Restricted Subsidiaries of Playboy (other than Excluded Collateralcalculated as of the most recent month end for which financial statements are available) and (ii) take the percentage of the earnings of such Wholly-Owned Restricted Subsidiary as a percentage of the combined earnings of all actions necessary to cause such Lien to be duly perfected to of the extent required by Wholly-Owned Restricted Subsidiaries of Playboy (calculated for the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertymost recently ended 12 month period for which financial statements are available)." (bm) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing officeSection 7.01(ee) of the relevant State(s) Credit Agreement is hereby amended and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held restated in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case entirety as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.follows:

Appears in 2 contracts

Samples: Credit Agreement (Playboy Enterprises Inc), Credit Agreement (Playboy Enterprises Inc)

Additional Guarantors. (a) If, as Subject to compliance with paragraphs (c) and (d) of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or Clause 23.10 (b"Know your customer" checks), as the case Borrower may be, request that any of its Subsidiaries become an Additional Guarantor or a Subsidiary must become an Additional Guarantor in order to comply with clause 25.5. That Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (i) In the case Borrower delivers to the Agent a duly completed and executed Accession Letter executed as a deed; (ii) the Agent has received all of any such Subsidiary the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that becomes (or is so designated as) a Material Domestic SubsidiaryAdditional Guarantor, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty each in form and substance reasonably satisfactory to the Administrative Agent, Agent acting on the instructions of all Lenders; (2iii) deliver the relevant member of the Group accedes to the Administrative Agent, each Issuing Bank Security Trust Deed as an "Additional Obligor" by signing and each Lender all documentation delivering to the Security Trustee a Security Trust Deed Accession Deed and any other documents or information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and Security Trust Deed; and (3iv) (x) deliver the relevant member of the Group accedes to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued Intercreditor Deed as an "Additional Obligor" by such Material Domestic Subsidiary (signing and delivering to the extent such Equity Interests are certificated) Security Trustee an Intercreditor Deed Accession Deed and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such any other documents as or information required under the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertyIntercreditor Deed. (b) If requested by the Administrative Agent, the Administrative The Agent shall receive an opinion of counsel for notify the Borrower and the Lenders promptly upon being satisfied that it has received (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to it acting on the Administrative Agent instructions of all Lenders) all the documents and other evidence listed in respect Part II of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSchedule 2 (Conditions Precedent). (c) Notwithstanding the foregoing, the Borrower and the Guarantors The Agent shall not be requiredliable for any damages, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (costs or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect losses to any assets located outside person, any diminution in value or any liability whatsoever as a result of the United States other than, with respect to the pledge of the Equity Interests of giving any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesnotification.

Appears in 2 contracts

Samples: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)

Additional Guarantors. (a) If, as of Upon the date of the most recently available financial statements delivered pursuant to Section 5.01(a) direct or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (indirect formation or shall be otherwise designated as a Material Domestic Subsidiary acquisition by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become of a Material Foreign Subsidiary (or shall be otherwise designated as upon a Subsidiary of the Borrower becoming a Material Foreign Subsidiary by and prior to or concurrently with any Subsidiary of the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallbecoming an Additional Senior Note Guarantor: (i) In the case of any Borrower shall forthwith cause each such Subsidiary that becomes (the “Prospective Guarantor”) to duly execute and deliver to the Administrative Agent the Guarantee to which it is a party; (ii) the Borrower shall forthwith deliver, or is so designated ascause to be delivered to, the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (A) a Material Domestic duly certified copy of the articles of incorporation and by-laws or comparable constitutional documents of such Subsidiary; (B) a certificate of status or good standing for such Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Subsidiary is incorporated or otherwise formed (other than with respect to any Subsidiary whose jurisdiction of incorporation or formation does not customarily offer such certificates); (C) a duly certified copy of the resolution of the board of directors of such Subsidiary or other comparable authorization authorizing it to execute, deliver and perform its obligations under each Finance Document to which such Subsidiary is a signatory; (D) a certificate of an officer of such Subsidiary, within 30 days in such capacity, setting forth specimen signatures of the individuals authorized to sign the Finance Documents to which such Subsidiary is a signatory; (E) an opinion of such Subsidiary’s counsel addressed to the Lenders, the Administrative Agent and its counsel, relating to the status and capacity of such Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents to which such Subsidiary is a party in the jurisdiction of incorporation or formation of such longer period Subsidiary and in the Province of time Ontario and such other matters as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.request; (iiF) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of the Lenders’ counsel for the Borrower (or local counsel with respect to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance such matters as may be reasonably satisfactory to required by the Administrative Agent in respect connection with such Subsidiary (including, without limitation, the legality, validity and binding nature of matters reasonably requested the obligations of such Subsidiary under, and the enforceability against such Subsidiary of, the Credit Documents which are governed by the laws of the Province of Ontario); and (iii) the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there counsel shall be no security agreementssatisfied, pledge agreements or other Security Documents acting reasonably, that will be governed under the all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws of any non-U.S. jurisdiction other than, have been complied with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesall agreements and transactions referred to herein, whereupon the Prospective Guarantor shall become an Additional Guarantor.

Appears in 2 contracts

Samples: Credit Agreement (New Gold Inc. /FI), Credit Agreement (New Gold Inc. /FI)

Additional Guarantors. (a1) If, For so long as the Company is a party to or bound by the terms of the date Credit Facility or any Substitute Credit Facility, if any Subsidiary that is not then a Guarantor guarantees any indebtedness or other obligations of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or Company under the Term Loan Agreement) Credit Facility or any Person Substitute Credit Facility, then, contemporaneously with or prior to the effectiveness of such guarantee, the Company shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any execute and deliver, cause such Subsidiary that becomes (or is so designated as) and all other Guarantors to execute and deliver and use its reasonable best efforts to cause the Trustee to execute and deliver a Material Domestic Subsidiarysupplemental indenture, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative AgentTrustee, pursuant to which such Subsidiary shall become a Guarantor under this Indenture and (2ii) deliver to the Administrative AgentTrustee an Officers' Certificate and an Opinion of Counsel, each Issuing Bank stating that such supplemental indenture complies with this Indenture. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture unless and each Lender until released from its Guarantee pursuant to this Indenture. (2) For so long as the Company is not a party to or bound by the terms of the Credit Facility or any Substitute Credit Facility, if any Subsidiary that is not a Guarantor either (a) is or becomes a Domestic Significant Subsidiary or (b) guarantees any Subject Notes, then the Company shall (i) promptly execute and deliver, cause such Subsidiary and all documentation other Guarantors to execute and other information required by bank regulatory authorities deliver and use its reasonable best efforts to cause the Trustee to execute and deliver a supplemental indenture, in form satisfactory to the Trustee, pursuant to which such Subsidiary shall become a Guarantor under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act this Indenture and (3) (xii) deliver to the Administrative Agent any certificates representing the Collateral consisting Trustee an Officers' Certificate and an Opinion of Equity Interests issued by Counsel, each stating that such Material Domestic supplemental indenture complies with this Indenture. Thereafter, such Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, be a Guarantor for the benefit all purposes of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) Indenture unless and (z) take all actions necessary until released from its Guarantee pursuant to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsthis Indenture. (ii3) In Notwithstanding any other provision of this Indenture, the case Company will not cause or permit any of its Subsidiaries to guarantee any Person that becomes (of the Subject Notes unless such Subsidiary is either a Guarantor under this Indenture or, contemporaneously with or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as prior to the Administrative Agent may agree in its sole discretion) after delivery effectiveness of such financial statementsSubsidiary's guarantee of such Subject Notes, (i) such Subsidiary, the Company and all other Guarantors execute and deliver a supplemental indenture, in form satisfactory to the Administrative Agent Trustee, pursuant to which such amendments Subsidiary shall become a Guarantor under this Indenture (in which case the Company shall use its reasonable best efforts to cause the Trustee to execute and supplements to the relevant Security Documents or deliver such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateralsupplemental indenture) and (ii) take all actions necessary to cause such Lien to be duly perfected the Company delivers to the extent required by the Security Documents in accordance Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies with all applicable lawsthis Indenture. For the avoidance of doubtThereafter, no Domestic such Subsidiary shall be required to become a Guarantor merely due to for all purposes of this Indenture unless and until released from its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered Guarantee pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsIndenture. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Senior Subordinated Indenture (Kb Home), Subordinated Indenture (Kb Home)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant from time to Section 5.01(a) or (b), as the case may betime, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated Person qualifies as a Material Domestic Subsidiary by Guarantor, the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In if such Person is a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the case of date any such Subsidiary that becomes (or is so designated asPerson meets the requirements for becoming a Guarantor as set forth in this Section 6.12) become a Material Domestic Subsidiary, within 30 days (Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such longer period of time other documents or materials as the Administrative Agent may agree in its sole discretion) after delivery of shall reasonably deem appropriate for such financial statementspurpose, (1ii) provide the Administrative Agent with notice thereof, and (iii) cause such Material Domestic Subsidiary Person to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary deliver to the Administrative Agent documents of the types referred to in clauses (iii) and remains in effect(iv) of Section 4.01(a), a joinder agreement to such Guaranty all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided, that to the extent such Person holds (2whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a fair market value in excess of $20,000,000, the Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (a)). (b) Notwithstanding any other provisions of this Agreement to the contrary (x) to the extent a Guarantor anticipates that it will no longer meet the requirements of the definition of a Subsidiary Guarantor, the Borrower may request a release of such Guarantor as a Guarantor hereunder in accordance with the following: (i) the Borrower shall deliver to the Administrative Agent, each Issuing Bank not less than ten (10) days and each Lender all documentation and other information required by bank regulatory authorities under applicable “knownot more than forty-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and five (345) (x) deliver days prior to the Administrative Agent any certificates representing anticipated or intended release of a Subsidiary Guarantor hereunder, a written request for release of the Collateral consisting of Equity Interests issued by such Material Domestic applicable Subsidiary Guarantor; and (to the extent such Equity Interests are certificatedii) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable have reviewed and approved (in writing) the request for release delivered pursuant to grant subclause (i) above; provided, that the failure of the Administrative Agent to respond to such a request within ten (10) days of its receipt thereof shall constitute the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected ’s approval thereof. Notwithstanding any language to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case contrary above, so long as a Responsible Officer of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to Parent) has certified in a compliance certificate (and the Administrative Agent to has no evidence or information which brings into reasonable doubt the extent customary in an Applicable Foreign Jurisdictionveracity of such certifications) in form that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested issued by the Administrative Agent relating to any Guaranty or joinder agreement or within the amendments 10-day time period specified in subsection (b)(ii). Upon satisfaction of each of the above-noted conditions, a Guarantor shall be deemed released from its obligations hereunder and supplements under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a written confirmation of the release of the applicable Guarantor hereunder. Notwithstanding anything to the Security Documents or additional Security Documents delivered pursuant contrary contained herein, to this Section, dated as of the date of such Guaranty or joinder agreement, amendments extent any Person is a “Guarantor” under and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office terms of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent Corporate Credit Facility, Borrower shall at all times during which such Person remains a “Guarantor” thereunder, cause such Person to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed a Guarantor under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesthis Agreement.

Appears in 2 contracts

Samples: Liquidity Credit Agreement (Tanger Properties LTD Partnership /Nc/), Liquidity Credit Agreement (Tanger Properties LTD Partnership /Nc/)

Additional Guarantors. (a) IfIn the event that the Borrower shall request that certain Real Estate which is directly or indirectly owned or leased by a Wholly-Owned Subsidiary of the Borrower be included as a Borrowing Base Asset as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Asset in accordance with the terms thereof, the Borrower shall, as a condition to such Real Estate being included as a Borrowing Base Asset, in addition to the requirements of §7.20, cause each such Wholly-Owned Subsidiary (and any Wholly-Owned Subsidiary of the date Borrower that is a direct or indirect parent of such Wholly-Owned Subsidiary) to execute and deliver to the most recently available financial statements delivered pursuant to Section 5.01(a) or (b)Agent a Joinder Agreement, as the case may be, any and such Subsidiary shall have become a Material Domestic Subsidiary (Guarantor hereunder and under the other Loan Documents. In addition, in the event that the Borrower shall request that certain Real Estate owned or leased directly or indirectly by an Approved JV shall be otherwise designated included as a Material Domestic Subsidiary Borrowing Base Asset as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Asset in accordance with the terms thereof, and the applicable organizational agreements of such Approved JV which directly or indirectly owns or leases such Real Estate permit such Person to execute and deliver to the Agent a Joinder Agreement and become a Guarantor hereunder and under the other Loan Documents without the need for any consent or authorization by any Person other than the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement)thereof, then the Borrower shall: (i) In , as a condition to such Real Estate of an Approved JV being included as a Borrowing Base Asset, in addition to the case requirements of any §7.20, cause each such Approved JV to execute and deliver to the Agent a Joinder Agreement, and such Approved JV shall become a Guarantor hereunder and under the other Loan Documents. Each Subsidiary that becomes (or is so designated as) of the Borrower required to be a Material Domestic SubsidiaryGuarantor pursuant to this §5.5 shall be specifically authorized, within 30 days (or in accordance with its respective organizational agreements, to be a Guarantor hereunder and under the other Loan Documents and to execute the Contribution Agreement and such longer period of time Security Documents as the Administrative Agent may agree require. The Borrower shall further cause all representations, covenants and agreements in its sole discretion) after the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such financial statementsJoinder Agreement, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) Borrower shall deliver to the Administrative AgentAgent such organizational agreements, each Issuing Bank and each Lender all documentation resolutions, consents, opinions and other information required documents and instruments as the Agent may reasonably require (it being understood, with respect to any Approved JV, that the Agent shall not require the Borrower to obtain any consent or authorization by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and Person other than Excluded Collateral)the Borrower or a Subsidiary thereof in order for such Person to become a Guarantor hereunder or under the other Loan Documents and if any such consent or authorization is required for such Approved JV to become a Guarantor hereunder or thereunder, (y) deliver then such Approved JV shall not be required to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents become a Guarantor hereunder or such other documents thereunder as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, a condition for the benefit Real Estate of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien Approved JV to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) included as a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsBorrowing Base Asset). For the avoidance of doubt, no Domestic if any Approved JV becomes a Wholly-Owned Subsidiary of the Borrower as a result of the Borrower or any Subsidiary acquiring one-hundred percent (100%) of the Equity Interests of such Approved JV, such Approved JV shall (to the extent not already a Guarantor) be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by hereunder and under the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security other Loan Documents or additional Security Documents delivered pursuant to this Section§5.5 so long as it directly or indirectly owns or leases Real Estate included as a Borrowing Base Asset, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant deliver to the Uniform Commercial Code in the office of the secretary of state Agent, within ten (or similar central filing office10) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Business Days after such Approved JV becomes a Wholly-Owned Subsidiary, the jurisdiction of organization of a Joinder Agreement and such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security organizational agreements, pledge agreements or resolutions, consents, opinions and other Security Documents that will be governed under documents and instruments as the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to Agent may reasonably require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesconnection therewith.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.), Senior Secured Credit Agreement (Healthcare Trust, Inc.)

Additional Guarantors. (a) IfIf any Domestic Subsidiary becomes a borrower or a guarantor of, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may beotherwise incurs a payment obligation in respect of, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) Unsecured Debt or any Person shall have become a Material Foreign becomes an Intermediate Subsidiary Guarantor (or shall be otherwise designated each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a Material Foreign “New Subsidiary by the Borrower hereunder or under the Term Loan AgreementGuarantor”), then the Borrower shallthen: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretionshall agree) after delivery of such financial statementsevent, the Borrower shall: (1A) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to notify the Administrative Agent, Agent in writing of such event and the name of such New Subsidiary Guarantor; (2B) deliver to provide the Administrative Agent, each Issuing Bank Agent with the U.S. taxpayer identification for such New Subsidiary Guarantor; and (C) provide the Administrative Agent with any and each Lender all documentation and other information required by bank regulatory authorities that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know-your-know your customer” and applicable anti-money laundering rules and regulations, including the USA PATRIOT Act Patriot Act, the Canadian AML Acts and the Beneficial Ownership Regulation; and (3ii) within 45 days (xor such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (A) cause such New Subsidiary Guarantor to execute and deliver to the Administrative Agent a joinder agreement in substantially the form attached hereto as Exhibit G; and (B) deliver to the Administrative Agent any certificates representing (x) the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificateditems referenced in Sections 4.01(a)(iii) and Equity Interests owned by (iv) with respect to such Material Domestic New Subsidiary (to the extent such Equity Interests are certificated Guarantor and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If if requested by the Administrative Agent, favorable opinions of counsel (which counsel shall be reasonably acceptable to the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such New Subsidiary Guarantor and the extent customary Loan Documents to which such New Subsidiary Guarantor is a party as the Administrative Agent may reasonably request all in an Applicable Foreign Jurisdiction) in form form, content and substance scope reasonably satisfactory to the Administrative Agent Agent. (b) Notwithstanding anything to the contrary contained in respect this Agreement: (i) In the event that the results of matters reasonably requested any such “know your customer” or similar investigation conducted by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside New Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent, such New Subsidiary Guarantor, as applicable, shall not be permitted to become a Guarantor, and for the avoidance of doubt (a) no Default shall occur as a result thereof and (b) no Property owned or ground leased, directly or indirectly, by such New Subsidiary Guarantor, as the case may be, shall be included as an Unencumbered Property unless (x) such Property satisfies all of the United States Unencumbered Property Criteria (other thanthan the criterion requiring such New Subsidiary Guarantor to be a Subsidiary Guarantor) and (y) the Administrative Agent provides its prior written consent; and (ii) If any Foreign Subsidiary provides a guaranty of any Sabra Senior Notes or otherwise is or becomes a borrower or a guarantor of, with or otherwise incurs or has incurred a payment obligation in respect to the pledge of, any Unsecured Debt of the Equity Interests of REIT Guarantor or any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood thereof that there shall be no security agreements, pledge agreements or other Security Documents that will be governed is organized under the laws of any non-U.S. jurisdiction other than, with respect to state within the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), United States (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of any other Subsidiary of the Borrower, Parent Borrower that is organized under the certification of uncertificated securities or the delivery laws of any director resignation letters jurisdiction other than a state within the United States), then the REIT Guarantor and the Parent Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the procedures described above in respect of any Foreign Subsidiariesthis Section 6.14.

Appears in 2 contracts

Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)

Additional Guarantors. (ai) IfSubject to Section 10.21(c)(ii), as the Borrowers may, upon not less than five Business Days prior written notice to the Administrative Agent, request that (A) prior to the SPV Structure Termination Date, any Affiliate of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) SPV Borrower becomes an Additional Guarantor under this Agreement or (b)B) on or after the SPV Structure Termination Date, as the case may beCompany, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) Permitted Affiliate Parent, any of their Subsidiaries or any Affiliate Subsidiary becomes an Additional Guarantor under this Agreement. (ii) Any such Person shall have referred to in Section 10.21(c)(i) may become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (iA) In such Person and the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as Borrowers deliver to the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (duly completed and remains in effect), a executed joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent; (B) the Borrowers confirm that no Event of Default is continuing or would occur as a result of that Person becoming an Additional Guarantor; (C) the Administrative Agent (for and on behalf of the Lenders) shall have received, (2) deliver at least three Business Days prior to the Administrative Agentdate of accession of such Person as an Additional Guarantor, each Issuing Bank and each Lender all documentation and other information about such Person required by bank regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including under the USA PATRIOT Act and Beneficial Ownership Regulations (3) (x) deliver such information to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentinclude, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary each Finance Party (acting reasonably), that owns real property. (b) If has been requested by the Administrative Agent, Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent shall receive and for itself) in writing at least ten days prior to the date of accession of such Person as an opinion of counsel for the Borrower Additional Guarantor; (or local counsel to D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to the extent customary in an Applicable Foreign Jurisdiction) that Person, each in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents.Agent; and (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of extent required by any limited liability company agreements Collateral Sharing Agreement or any Intercreditor Agreement, as applicable, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) such Collateral Sharing Agreement or Intercreditor Agreement as a “debtor” (or other organizational documents for any Subsidiary of relevant capacity) an Additional Guarantor (as defined thereunder). (iii) The Administrative Agent shall notify the Borrower, Borrowers and the certification of uncertificated securities or Lenders promptly upon being satisfied that the delivery of any director resignation letters conditions specified in respect of any Foreign SubsidiariesSection 10.21(c)(ii) have been satisfied.

Appears in 2 contracts

Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

Additional Guarantors. (a) IfSolely at all times during the CSAG Period, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower Parties shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 thirty (30) days (or such longer period of time later date as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into any Person becomes a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effectother than an Excluded Subsidiary), cause such Person to: (a) become a joinder agreement to such Guaranty in form Guarantor by executing and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver delivering to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary a Guarantor Joinder Agreement; and (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (yb) deliver to the Administrative Agent such joinder agreementsOrganizational Documents, amendments resolutions and supplements customary opinions of counsel relating to such Guarantor substantially consistent with those delivered with respect to the relevant Security Documents Guarantors on the First Amendment Effectiveness Date or such other documents as the Administrative Agent shall deem necessary or advisable to grant otherwise reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document: (i) if, for the benefit at any time, any Subsidiary (other than an Excluded Subsidiary described in clauses (b) or (e) of the Secured Parties, definition thereof) provides a Lien on the Collateral owned by such guaranty with respect to any Material Indebtedness of any Loan Party or any Domestic Subsidiary (other than Excluded Collateralany FSHCO) (including, without limitation, any Material Indebtedness incurred pursuant to Section 8.02(b)(vi), the 2021 / 2023 / 2028 Notes and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary2026 Notes), within 90 thirty (30) days (or such longer period of time later date as the Administrative Agent may agree to in its sole discretion) after delivery of the provision of such financial statementsguaranty, cause such Person to (iA) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, and (B) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting applicable documents of the Equity Interests issued by such Material Foreign Subsidiary type referred to in clause (other than Excluded Collateralb) above; and (ii) take all actions necessary to cause such Lien to be duly perfected notwithstanding anything to the extent required by contrary herein or in any other Loan Document, any Subsidiary that is or becomes a Guarantor shall remain a Guarantor at all times during the Security Documents CSAG Period, unless released in accordance with all applicable laws. For the avoidance terms of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code Agreement in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held circumstances described in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign JurisdictionSection 10.10(a)(ii), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Spirit AeroSystems Holdings, Inc.), Credit Agreement (Spirit AeroSystems Holdings, Inc.)

Additional Guarantors. (a) If, as The Company shall procure that each of its Material Subsidiary incorporated outside the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary PRC (other than Excluded CollateralMeadville Aspocomp (BVI) Holdings Limited and (zits Subsidiaries) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case becomes a Guarantor within 14 days of any Person that becomes (or is so designated as) it becoming a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative AgentCompany: (i) requests that one of its Subsidiaries becomes an Additional Guarantor; or (ii) is required to make one of its Subsidiaries an Additional Guarantor, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel it must give not less than 10 Business Days prior notice to the Administrative Facility Agent to (and the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to Facility Agent must promptly notify the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsLenders). (c) Notwithstanding If the foregoingaccession of an Additional Guarantor requires any Finance Party to carry out customer due diligence requirements in circumstances where the necessary information is not already available to it, the Borrower Company must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable customer due diligence requirements. (d) If one of the Subsidiaries of the Company is to become an Additional Guarantor, then the Company must (following consultation with the Facility Agent) deliver to the Facility Agent the relevant documents and evidence listed in Part 2 of Schedule 2 (Conditions precedent documents). (e) The relevant Subsidiary will become an Additional Guarantor when the Facility Agent notifies the other Finance Parties and the Guarantors shall not be requiredCompany that it has received all of the documents and evidence referred to in paragraph (c) above in form and substance satisfactory to it (acting on the instructions of the Majority Lenders). The Facility Agent must give this notification as soon as reasonably practicable. (f) Delivery of an Accession Agreement, nor shall entered into by the Administrative Agent be authorizedrelevant Subsidiary and the Company, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO Facility Agent constitutes confirmation by that Subsidiary and the USCO and (2) delivery to Company that the Administrative Agent to be held in its possession Repeating Representations are correct as at the date of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesdelivery.

Appears in 2 contracts

Samples: Credit Agreement (TTM Technologies Inc), Credit Agreement (TTM Technologies Inc)

Additional Guarantors. The Borrower shall cause each Restricted Subsidiary that is a Wholly-Owned Subsidiary and a Material Subsidiary, and is not already a Guarantor (a) Ifeach, as a “Subject Subsidiary”), to become a Guarantor in accordance with the provisions of this Section 7.16 no later than the required date of delivery of a Compliance Certificate in accordance with Section 7.1(iv) for the most recently available financial statements delivered pursuant to Section 5.01(a) fiscal quarter during which the Relevant Guarantor Date for such Subject Subsidiary occurs, or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time later date as the Administrative Agent may agree in its sole reasonable discretion) after delivery . The “Relevant Guarantor Date” for any Subject Subsidiary means the date that is the latest of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver the date it is formed or acquired, (y) the date it becomes a Wholly-Owned Subsidiary and (z) the date it becomes or is designated as a Material Subsidiary. In addition, the Borrower may designate any other Restricted Subsidiary that is not a Guarantor as a Guarantor at any time in the manner provided below. Any such designation of a Restricted Subsidiary of the Borrower as a Guarantor shall be effected by the delivery by the Borrower to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit each of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary following: (other than Excluded Collaterali) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required Notice by the Security Documents Borrower identifying such Guarantor, the state of its organization, and the ownership of the Capital Stock in accordance with all applicable laws.such Guarantor; (ii) In A Supplemental Guaranty duly executed and delivered by such Guarantor; and (iii) Documents with respect to such Guarantor addressing the case of any Person that becomes requirements set forth in clauses (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statementsiv), (iv), (vi) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreementxiii) as the Administrative Agent shall deem necessary or advisable to grant to of Section 5.1. Upon the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting ’s receipt of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take foregoing, all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary which shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments form and supplements to the Security Documents or additional Security Documents delivered pursuant to this Sectionsubstance, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesBorrower shall be a Guarantor and a Loan Party hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Forestar Group Inc.), Credit Agreement (Forestar Group Inc.)

Additional Guarantors. (a) IfSubject to compliance with the provisions of paragraphs (c) and (d) of Clause 23.9 (“Know your customer” checks), the Company may request that any of its Subsidiaries which is not incorporated in a Restricted Jurisdiction become a Guarantor. (b) Subject to the Agreed Security Principles, the Company shall ensure that each member of the Group identified in Part 3 of Schedule 2 (Conditions Precedent) as an Obligor shall become an Additional Guarantor and shall grant the Transaction Security specified opposite the name of that member of the Group in Part 3 of Schedule 2 (Conditions Precedent) on or before the Closing Date. (c) Subject to the Agreed Security Principles, the Company shall procure that following the Closing Date any other member of the Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the date Company incorporated in the People’s Republic of China, the Slovak Republic or the Czech Republic shall be required to become an Additional Guarantor or grant Transaction Security. (d) A member of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary Group shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (i) In the case Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and (ii) the Agent has received all of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree documents and other evidence listed in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, orPart 2 and, if a Guaranty has previously been entered into by a Material Domestic Subsidiary applicable, Part 3 of Schedule 2 (and remains Conditions Precedent) in effect)relation to that Additional Guarantor, a joinder agreement to such Guaranty each in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsacting reasonably. (iie) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative The Agent shall deem necessary or advisable to grant to notify the Administrative Agent, for Company and the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary Lenders promptly upon being satisfied that it has received (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to it, acting reasonably) all the Administrative Agent documents and other evidence listed in respect Part 2 and, if applicable, Part 3 of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSchedule 2 (Conditions Precedent). (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 2 contracts

Samples: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Senior Revolving Facility Agreement (Nord Anglia Education, Inc.)

Additional Guarantors. It will procure that each of its subsidiaries, which either after the date of this Agreement becomes a Material Subsidiary (an "EXISTING MATERIAL SUBSIDIARY") or is a person to be acquired by any Obligor which would be a Material Subsidiary after giving effect to such acquisition (an "ACQUIRED MATERIAL SUBSIDIARY"), executes and delivers, except to the extent that (i) such execution and delivery is prohibited by law or (ii) it would, in the reasonable opinion of the Requisite Lenders, create an unreasonable risk of liability for the directors of such Material Subsidiary after taking into account the costs of the contingent liability to the Material Subsidiary attributable to the guaranteeing of obligations under the Finance Documents versus the benefits to be derived therefrom by such Material Subsidiary, in the case of an Existing Material Subsidiary, within 90 days of availability to the Borrower of information demonstrating that such subsidiary has become a Material Subsidiary and, in the case of an Acquired Material Subsidiary, substantially contemporaneously with the consummation of its acquisition (and in any event within 30 days thereafter), to the Agent:- (a) Ifa Deed of Accession signed by such Material Subsidiary; (b) a copy, certified as of the date of the most recently available financial statements delivered pursuant to Section 5.01(aDeed of Accession as true and complete by a duly authorised representative of such Material Subsidiary of the (a) or constitutional documents of such Material Subsidiary, (b) board resolutions of such Material Subsidiary approving all matters contemplated by each of the Finance Documents (including specimen signatures of the signatories authorised to sign the relevant Finance Documents), as the case may beand (c) if applicable, any other resolutions, powers, approvals and consents, necessary or appropriate for the entry into, performance and enforceability of the Finance Documents to which such Material Subsidiary shall have become is a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall:party; (i) In the case of any such Subsidiary that becomes (or is so designated asc) a Material Domestic Subsidiary, within 30 days (or such longer period of time as legal opinion properly addressed to the Administrative Agent may agree and Lenders from reputable counsel acceptable to the Agent in its sole discretion) after delivery of such financial statements, (1) cause the jurisdiction in which such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary is organised or incorporated; and (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2d) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real propertyreasonably request. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 1 contract

Samples: Facility Agreement (Ask Asa)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within Not later than 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretionagree) after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary that is not a Guarantor as of the period end date of such financial statementsstatements would qualify as of such period end date as a Significant Subsidiary or (b) promptly (or such period as the Administrative Agent may agree) after the date that any Subsidiary becomes a guarantor with respect to any Existing Credit Agreement, (1) the Company shall cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (execute and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any a Subsidiary Guaranty Supplement pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Subsidiary Guaranty, accompanied by (i) all other Loan Documents related thereto, (ii) certified copies of the certificates representing the Collateral consisting or articles of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and other than Excluded Collateral)applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such Subsidiary comparable to those delivered pursuant to Section 4.01, and (yiii) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien may reasonably request. The Company may request that any Guarantor cease to be duly perfected to a Guarantor and be released and discharged from its obligations under the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, Subsidiary Guaranty if (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of such Guarantor are being sold or otherwise disposed of, or such Guarantor is being dissolved, in a transaction not prohibited by the terms of this Agreement, or (ii) such Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Material Foreign Subsidiary, the jurisdiction of organization Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Material Foreign Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.1, would cease to qualify as a Significant Subsidiary and (such jurisdictionB) has or is being released as a guarantor of the obligations of the Company and/or the Borrowers, as applicable, under both of the “Applicable Foreign Jurisdiction”) Existing Credit Agreements (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect if and to the pledge of the Equity Interests of any Material Foreign Subsidiaryextent then existing, the Applicable Foreign Jurisdictionas applicable), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Global Payments Inc)

Additional Guarantors. (a) IfPursuant to Section 7.14 of the Credit Agreement, as each wholly-owned U.S. Subsidiary of U.S. Borrower that was not in existence or not such a wholly-owned U.S. Subsidiary on the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or Credit Agreement is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary required to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents this Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form upon becoming such a wholly-owned U.S. Subsidiary. Upon execution and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested delivery by the Administrative Agent relating to and a wholly-owned U.S. Subsidiary of an instrument in the form of Annex 1 hereto, such wholly-owned U.S. Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor hereunder. The execution and delivery of any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or instrument adding an additional Security Documents delivered pursuant Guarantor as a party to this SectionAgreement shall not require the consent of any Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement. Central States Can Co. of Puerto Rico, Inc OH Crown Beverage Packaging, Inc. DE Crown Consultants, Inc. PA Crown Cork & Seal Company (DE), LLC DE CROWN Cork & Seal USA, Inc. DE CROWN Packaging Technology, Inc. DE CROWN Beverage Packaging Puerto Rico, Inc. DE Crown Financial Corporation PA Crown Financial Management, Inc. DE Crown Holdings (PA), LLC PA Foreign Manufacturers Finance Corporation DE NWR, Inc. PA CROWN Xxxxxx USA, Inc. DE Crown Americas Capital Corp. DE SUPPLEMENT NO. dated as of the date of such Guaranty or joinder agreement[ ], amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in U.S. Indemnity, Subrogation and Contribution Agreement dated as of November 18, 2005 (as the office of the secretary of state (same may be amended, supplemented or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery otherwise modified from time to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdictiontime, the “Applicable Foreign JurisdictionIndemnity, Subrogation and Contribution Agreement) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCOamong CROWN AMERICAS LLC., (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any a Pennsylvania limited liability company agreements or other organizational documents for any (“U.S. Borrower”), each wholly-owned U.S. Subsidiary of the BorrowerU.S. Borrower listed on Schedule I hereto (the “Guarantors”) and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries“Administrative Avent”).

Appears in 1 contract

Samples: Credit Agreement (Crown Holdings Inc)

Additional Guarantors. (a) If, as of In the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, event that any Subsidiary shall have become Person becomes a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by other than any Project Subsidiary, subject to the Borrower hereunder or under proviso at the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreementend of this sentence), then the Borrower Company shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 45 days thereafter (or such longer period of time as the Administrative Agent Required Investors may agree in its sole their reasonable discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into (A) become a GuarantyGuarantor hereunder by executing and delivering to the Investors a Counterpart Agreement; (B) become a Grantor (as defined in the Security Agreement) under the Security Agreement by executing and delivering to the Investors the joinder agreement required thereunder; and (C) take all such actions and execute and deliver, oror cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by the Required Investors or required by the Collateral Documents, provided that if 90 days after any Person becomes a Guaranty has previously been entered into Project Subsidiary, such Project Subsidiary is not prohibited by the terms of any Project Debt Facility from becoming a Material Domestic Subsidiary Guarantor hereunder, it shall comply with the requirements of clauses (and remains in effectA)-(C), a joinder agreement to such Guaranty above. If reasonably requested by the Required Investors, the Investors shall receive an opinion of counsel for the Company in form and substance reasonably satisfactory to the Administrative AgentRequired Investors in respect of such customary matters as may be reasonably requested by the Required Investors relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section 7(k), (2) deliver dated as of the date of such agreement. Notwithstanding anything in the foregoing to the Administrative Agentcontrary, each Issuing Bank and each Lender all documentation and other information if any Project Subsidiary not required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including to become an Guarantor hereunder within the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting first 90 days of Equity Interests issued by such Material it becoming a Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien subsequently ceases to be duly perfected subject to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of restrictions under any Person that becomes (or is so designated as) a Material Foreign SubsidiaryProject Debt Facility, it shall, within 90 45 days thereafter (or such longer period of time as the Administrative Agent Required Investors may agree in its sole their reasonable discretion) after delivery of such financial statements), (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 comply with the USPTO and the USCO and requirements of clauses (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign JurisdictionA)-(C), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesabove.

Appears in 1 contract

Samples: Note Purchase Agreement (Redaptive, Inc.)

Additional Guarantors. (a) If, as of In the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, event that any Subsidiary shall have become Person becomes a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or other than any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan AgreementExcluded Subsidiary), then the Borrower shall: Parent shall (i) In in the case of any such an Unrestricted Subsidiary that becomes (or is so designated as) becoming a Material Domestic Subsidiary, within 30 substantially concurrently with the redesignation or deemed redesignation thereof as a Restricted Subsidiary pursuant to Section 5.12 or (ii) otherwise, 60 days thereafter (or such longer period of time as the Administrative Collateral Agent may agree in its sole reasonable discretion) after delivery of such financial statements, (1A) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) become (x) deliver a Guarantor hereunder by executing and delivering to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) a Counterpart Agreement and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver a Grantor under the Security Agreement by executing and delivering to the Administrative Collateral Agent such the joinder agreementsagreement required thereunder, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (zB) take all such actions necessary to and execute and deliver, or cause such Lien to be duly perfected to executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by the extent Collateral Agent or required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsDocuments. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If reasonably requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) Parent in form and substance reasonably satisfactory to the Administrative Agent in respect of such customary matters as may be reasonably requested by the Administrative Agent relating to any Guaranty Counterpart Agreement or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this SectionSection 5.10(a), dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (cb) Notwithstanding With respect to each Material Domestic Subsidiary of Parent referred to in clause (a) above, Parent shall promptly after delivering the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings financial statements pursuant to Sections 5.1(a) or (b), as the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery case may be, send to the Administrative Agent written notice setting forth (i) the date on which such Person became a Material Domestic Subsidiary and (ii) all of the data required to be held set forth in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) Schedule 3.12 hereto; and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there written notice shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect deemed to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents supplement Schedule 3.12 for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesall purposes hereof.

Appears in 1 contract

Samples: Revolving Credit and Guaranty Agreement (Pinterest, Inc.)

Additional Guarantors. (a) If, as of Effective upon any Domestic Subsidiary which is not a Material Subsidiary on the date of hereof (either because it is not a Subsidiary on the most recently available financial statements delivered pursuant to Section 5.01(a) date hereof or (b), as because it does not on the case may be, any Subsidiary shall have become date hereof meet the criteria for a Material Subsidiary) becoming a Material Subsidiary, the Company shall cause such Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiaryto, within 30 days 10 Business Days (or such longer period to which the Administrative Agent may agree), execute and deliver to the Administrative Agent for the benefit of time the Guaranteed Parties a joinder to the Subsidiary Guaranty reasonably acceptable to the Administrative Agent together with a legal opinion and such related certificates and corporate documents as the Administrative Agent may agree reasonably request. The Company shall promptly notify the Administrative Agent at any time at which any Domestic Subsidiary becomes a Material Subsidiary. (b) If, following a change in its sole discretionthe relevant sections of the Code or the regulations, rules, rulings, notices or other official pronouncements issued or promulgated thereunder, the Company does not within 30 days after a request from the Administrative Agent or the Required Lenders deliver evidence, in form and substance reasonably satisfactory to the Administrative Agent (which evidence may be in the form of an opinion of counsel), with respect to any Subsidiary Borrower which has not already become party to the Subsidiary Guaranty, that the entering into by such Subsidiary Borrower of a guaranty in substantially the form of the Subsidiary Guaranty could reasonably be expected to cause (i) after delivery any undistributed earnings of such Subsidiary Borrower or its parent as determined for Federal income tax purposes to be treated as a deemed dividend to such Subsidiary Borrower’s direct or indirect United States parent for Federal income tax purposes or (ii) other Federal income tax consequences to the Credit Parties having an adverse financial statementsconsequence to any Credit Party, then in the case of a failure to deliver the evidence described above, such Subsidiary Borrower shall promptly execute and deliver the Subsidiary Guaranty (1) cause such Material Domestic Subsidiary to enter into a Guaranty, oror another guaranty in substantially similar form, if a Guaranty has previously been needed), guaranteeing the obligations of the other Borrowers under the Credit Documents and under any Swap Agreement entered into with a Guaranteed Party, in each case to the extent that the entering into of a Subsidiary Guaranty is permitted by a Material Domestic Subsidiary (the laws of the respective foreign jurisdiction and remains in effect), a joinder agreement with all documents delivered pursuant to such Guaranty this Section 5.09(b) to be in form and substance reasonably satisfactory to the Administrative Agent, . (2c) deliver If the Company has not delivered written evidence of the dissolution of Woodhead Japan Corporation (“Woodhead”) to the Administrative AgentAgent within 60 days of the Effective Date, each Issuing Bank the Company shall cause Woodhead to promptly execute and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, Guaranteed Parties a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected joinder to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant Subsidiary Guaranty reasonably acceptable to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Molex Inc)

Additional Guarantors. By the date that is not later than the seventh (7th) Business Day after the date of this Amendment, Borrower shall deliver, or shall cause each of the Acquired Specialized Entities and Tenco Industries, Inc., a Delaware corporation (“Tenco”) to deliver: (a) If, as A Guaranty Agreement executed by each of the date Acquired Specialized Entities and Tenco; (b) An Officer’s Certificate of each of the most recently available Acquired Specialized Entities and Tenco certifying as to (a) the incumbency of the officers of each such Person authorized to execute Loan Documents on behalf such Person, (b) the formation documents of such Person, and (c) resolutions of the managers or other governing body of such Person authorizing the execution and delivery of each of the Loan Documents executed by such Person; (c) Certificates of existence and good standing for each of the Acquired Specialized Entities and Tenco, in each case certified by the Secretary of State of the State of formation of each such Person; and (d) Such other items and documents as Administrative Agent shall reasonably request in connection with the addition of the Acquired Specialized Entities and Tenco as Guarantors. 10. Lenders and Commitments. Ninth Amendment 29 (a) Amegy Bank National Association (“New Lender”) wishes to join the Credit Agreement as a “Lender” thereunder. New Lender hereby (i) agrees to become a “Lender” under the Credit Agreement and (ii) joins in, becomes a party to, and agrees to comply with and be bound by the terms and conditions of the Credit Agreement, to the same extent as if New Lender were an original signatory thereto. New Lender (A) represents and warrants that (1) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (2) it meets all requirements of a Lender under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (3) it has received a copy of the Credit Agreement, together with copies of the most-recent financial statements delivered pursuant to Section 5.01(a) or (b)the terms thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment on the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) basis of which it has made such analysis and decision independently and without reliance on Administrative Agent or any Person shall have become other Lender, and (4) if it is a Material Foreign Subsidiary Lender, has delivered all documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by New Lender; and (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (iB) In the case of any such Subsidiary agrees that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, it will (1) cause independently and without reliance on Administrative Agent or any other Lender, and based on such Material Domestic Subsidiary documents and information as it shall deem appropriate at the time, continue to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (make its own credit decisions in taking or not taking action under the Loan Documents and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. Upon the Administrative Agenteffective date of this Amendment, each Issuing Bank and (a) each Lender which holds Loans in an aggregate amount less than its Pro Rata Share (after giving effect to this Amendment) of all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver Loans shall advance new Loans which shall be disbursed to the Administrative Agent any certificates representing the Collateral consisting and used to repay Loans outstanding to each Lender which holds Loans in an aggregate amount greater than its Pro Rata Share of Equity Interests issued by such Material Domestic Subsidiary all Loans, (b) each Lender’s participation in each Letter of Credit shall be automatically adjusted to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary equal its Pro Rata Share (after giving effect to the extent such Equity Interests are certificated and other than Excluded Collateralthis Amendment), and (yc) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents adjustments shall be made as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary specify so that each Lender’s Loans equals its Pro Rata Share (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant giving effect to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing officeAmendment) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession Loans of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesLenders.

Appears in 1 contract

Samples: Revolving Credit Agreement

Additional Guarantors. (a) IfThe Company shall promptly, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, and in any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, event within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) three Business Days after delivery of such financial statements, (1) cause such Material Domestic a Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by becomes a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative AgentSubsidiary, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and formation or acquisition of a new Subsidiary that is a Material Subsidiary or (3) (x) the occurrence of any other event creating a new Subsidiary that is a Material Subsidiary, cause such Material Subsidiary to execute and deliver a supplement to the Administrative Agent any certificates representing Guaranty Agreement in the Collateral consisting form of Equity Interests issued by such Material Domestic Subsidiary (Exhibit A to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Guaranty Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested Concurrently with the execution and delivery by a Material Subsidiary of a supplement to the Guaranty Agreement, the Company shall cause such Material Subsidiary to deliver to each holder of Notes (1) such documents and evidence with respect to such Material Subsidiary as any holder may reasonably request in order to establish the existence and good standing of such Material Subsidiary and evidence that the Board of Directors of such Material Subsidiary has adopted resolutions authorizing the execution and delivery of a supplement to the Guaranty Agreement, (2) evidence of compliance with such Material Subsidiary's outstanding debt instruments in the form of (i) a compliance certificate from such Material Subsidiary to the effect that such Material Subsidiary has complied with all terms and conditions of its outstanding debt instruments, (ii) consents or approvals of the holder or holders of any evidence of Debt or Security, and/or (iii) amendments of agreements pursuant to which any evidence of Debt or Security may have been issued, all as may be reasonably deemed necessary by the Administrative Agentholders of Notes to permit the execution and delivery of a supplement to the Guaranty Agreement by such Material Subsidiary, the Administrative Agent shall receive (3) an opinion of counsel for to the Borrower effect that (i) such Material Subsidiary is a corporation or local other business entity, duly organized, validly existing and in good standing, if applicable, under the laws of its jurisdiction of organization, has the power and the authority to execute and deliver a supplement to the Guaranty Agreement and to perform the Guaranty Agreement, (ii) the execution and delivery of a supplement to the Guaranty Agreement and performance of the Guaranty Agreement has been duly authorized by all necessary action on the part of such Material Subsidiary, a supplement to the Guaranty Agreement has been duly executed and delivered by such Material Subsidiary and the Guaranty Agreement constitutes the legal, valid and binding contract of such Material Subsidiary enforceable against such Material Subsidiary in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance or similar laws affecting creditors' rights generally, and general principles of equity (regardless of whether the application of such principles is considered in a proceeding in equity or at law), (iii) the execution and delivery of a supplement to the Guaranty Agreement and the performance by such Material Subsidiary of the Guaranty Agreement do not conflict with or result in any breach of any of the provisions of or constitute a default under or result in the creation of a Lien upon any of the property of such Material Subsidiary pursuant to the provisions of its charter documents or any agreement or other instrument known to such counsel to which such Material Subsidiary is a party to or by which such Material Subsidiary may be bound and (iv) no approval, consent or withholding of objection on the Administrative Agent part of, or filing, registration or qualification with, any governmental body, Federal or state, is necessary in connection with the lawful execution and delivery of a supplement to the extent customary Guaranty Agreement by such Material Subsidiary or the performance of the Guaranty Agreement by such Material Subsidiary, which opinion may contain such assumptions and qualifications as are reasonably acceptable to the Required Holders, and (4) all other documents and showings reasonably requested by the holders of Notes in an Applicable Foreign Jurisdiction) connection with the execution and delivery of a supplement to the Guaranty Agreement, which documents shall be satisfactory in form and substance reasonably satisfactory to the Administrative Agent in respect such holders and their special counsel, and each holder of matters reasonably requested by the Administrative Agent relating to any Guaranty Notes shall have received a copy (executed or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated certified as may be appropriate) of all of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documentsforegoing legal documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 1 contract

Samples: Note Purchase Agreement (Granite Construction Inc)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary The Obligors shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallprocure that: (i) In Each of PhotoDisc Europe Limited and ArtCast Corporation shall become n Additional Guarantor on the case Closing Date; (ii) each of Allsport Photographic plc, All-sport (UK) Limited and Allsport Photography (U.S.) Inc. shall become within 45 days of the acquisition of Allsport Photographic plc by Getty U.K. or any other member of the Group, an Additional Guarantor; and (iii) subject to any provision of law prohibiting the relevant person from becoming an Additional Guarantor, (A) each company becoming a Borrower, (B) on incorporating any company pursuant to Clause 21.16 such Subsidiary company (provided that becomes (or it is so designated as) also a Material Domestic Subsidiary) and (C) if there has, within 30 days in the opinion of the Majority Banks, been a material and adverse change in the business, assets or financial condition of an Obligor any member of the Group, shall become, as soon as reasonably practicable after being required by the Facility Agent on the instructions of the Majority Banks to become, an Additional Guarantor, in each case by (or I) executing and delivering to the Facility Agent a Guarantor Accession Agreement (duly executed by the Obligors' Agent for itself and on behalf of the existing Borrowers and Guarantors) and (II) delivering to the Facility Agent each of the documents listed in Schedule 3 Part II and such longer period of time other reports, opinions and documents (if any) as the Administrative Facility Agent may agree reasonably require in its sole discretion) after delivery respect of such financial statementsthe Additional Guarantor, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty each in form and substance reasonably satisfactory to the Administrative Facility Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (iib) In Where any such prohibition as is referred to in Clause 19.2(a)(ii) above exists, each Obligor shall use its reasonable endeavours lawfully to overcome the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsprohibition. For the avoidance of doubt, no Domestic Subsidiary doubt the provisions of Clause 18.9 shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, apply with respect to the pledge obligations of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect an Additional Guarantor as they apply generally to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesGuarantors.

Appears in 1 contract

Samples: Credit Agreement (Getty Images Inc)

Additional Guarantors. (a) IfThe Subject Entity will not, as and will not cause or permit any of its Subsidiaries to, directly or indirectly, establish or acquire a new Subsidiary of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) Subject Entity or (b)such Subsidiary, as the case may be, unless either (A) such new Subsidiary is designated as an Unrestricted Subsidiary in accordance with the definition of the term "Unrestricted Subsidiary" or (B) the Subject Entity (by delivery of an Officers' Certificate to the Trustee) designates such new Subsidiary as a Non-Guarantor Foreign Subsidiary and the aggregate amount of Investments made by the Subject Entity and its Domestic Subsidiaries and Guarantor Foreign Subsidiaries in such Non-Guarantor Foreign Subsidiary are not prohibited by this Indenture (provided that the Subject Entity may at any time thereafter elect to cause such Non-Guarantor Foreign Subsidiary shall have to become a Material Domestic Subsidiary Guarantor as contemplated by clause (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan AgreementC) of this Section 11.3) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: C) (i) In such new Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such new Subsidiary becomes a Guarantor and guarantees the case obligations of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time the Company under the Securities and this Indenture on the same terms as the Administrative Agent may agree other Guarantors and (ii) the Subject Entity shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative AgentTrustee, (2) deliver to stating that the Administrative AgentSubject Entity has complied with this Section 11.3 in connection with the establishment or acquisition of such new Subsidiary. For purposes of this Section 11.3, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent designation of any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Unrestricted Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic as a Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien be deemed to be duly perfected to the extent required by establishment of a new Subsidiary. Upon the Security Documents designation of a Subsidiary as an Unrestricted Subsidiary in accordance with all applicable laws. (ii) In the case provisions of any Person that becomes (or is so designated as) a Material Foreign Subsidiarythis Indenture, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Unrestricted Subsidiary shall be required to become a Guarantor merely due to released from all of its ownership obligations under its Guarantee and this Indenture. From and after the time of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative AgentReorganization, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsSubject Entity will always be a Guarantor. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 1 contract

Samples: Indenture (Quality Food Centers Inc)

Additional Guarantors. If the Borrower or any of its Restricted Subsidiaries (1) acquires or creates any wholly-owned domestic Subsidiary (other than an Unrestricted Subsidiary), (2) acquires or creates a Restricted Subsidiary after the Effective Date and, for purposes of this clause (2), that Subsidiary (i) guarantees any Indebtedness of the Borrower or any Guarantor under any Credit Facility or (ii) is a Domestic Subsidiary and becomes an obligor with respect to any Indebtedness under any Credit Facility, then, in the case of either of the foregoing clauses (1) or (2), within 10 Business Days after the date that Subsidiary was acquired or created or on which it became obligated with respect to such Indebtedness the Borrower: (a) Ifwill cause that Subsidiary to become a Guarantor and a party to this Agreement and Guarantee the Obligations by executing and delivering to the Administrative Agent a Counterpart Agreement in the form of Exhibit C, as (b) following the Discharge of Priority Lien Obligations, will deliver to the Collateral Trustee stock certificates or other instruments representing all the Equity Interests of such Restricted Subsidiary and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates or other instruments, or, if any Equity Interests pledged pursuant to such Security Instrument are uncertificated securities, confirmation and evidence satisfactory to the Administrative Agent that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent in accordance with the Uniform Commercial Code, (c) will deliver to the Collateral Trustee all agreements, deeds of trust, mortgages, documents and instruments, including Uniform Commercial Code Financing Statements (Form UCC-1), required by law or reasonably requested by the Administrative Agent to be executed, filed, registered or recorded to create or perfect the Liens on the Property of such Subsidiary (except to the extent not required under the applicable Security Instrument), (d) will deliver to the Administrative Agent Uniform Commercial Code searches, all dated reasonably close to the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (Joinder Agreement and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, and evidence reasonably satisfactory to the Administrative Agent that any Liens indicated in such Uniform Commercial Code searches are Liens permitted pursuant to Section 6.07 or have been released, (2e) will deliver to the Administrative Agent the corporate resolutions or similar approval documents of such Restricted Subsidiary approving the execution and delivery of the Joinder Agreement and the performance by such Restricted Subsidiary of the Security Instruments, the Guaranty and any other Loan Document to which it is a party and (f) will deliver to the Administrative Agent a legal opinion reasonably acceptable to the Administrative Agent, each Issuing Bank opining favorably on the execution, delivery and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit enforceability of the Secured PartiesLoan Documents to which such Restricted Subsidiary is a party, a Lien on and the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) grant and (z) take all actions necessary to cause such Lien perfection of the security interest or trust lien purported to be duly perfected to the extent required made or effected by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments Loan Document and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) otherwise being in form and substance reasonably satisfactory to the Administrative Agent in respect and its counsel. For the avoidance of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoingdoubt, the Borrower and the Guarantors shall cause any Subsidiary which Guarantees obligations under any Priority Lien Document to contemporaneously become a Guarantor hereunder. Each Credit Party expressly agrees that its obligations arising hereunder shall not be required, nor affected or diminished by the addition or release of any other Credit Party hereunder. This Agreement shall the Administrative Agent be authorized, (A) fully effective as to take any additional steps Credit Party that is or becomes a party hereto regardless of whether any other Person becomes or fails to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (become or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent ceases to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesa Credit Party hereunder.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Exco Resources Inc)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case Parent wishes one of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiaryits wholly-owned Subsidiaries to become an Additional Guarantor, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.then it may; and/or (ii) In any Subsidiary of the case of any Person that Parent which is not a Guarantor is or becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days Subsidiary (or such longer period with the exception of time as the Administrative Agent may agree in its sole discretionExempted Subsidiaries) after delivery of such financial statements, (i) then the Parent shall deliver to the Administrative Facility Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents documents and evidence listed in Part 2 of Schedule 2 (including a Non-U.S. Pledge AgreementConditions Precedent Documents) as the Administrative Agent shall deem necessary or advisable for that Subsidiary to grant to the Administrative Agentbecome an Additional Guarantor, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected but only to the extent required by the Security Documents in accordance with all that: (A) such Subsidiary (and its directors on its behalf) can do so without contravening any applicable laws. For the avoidance law; and (B) none of doubtits directors will incur personal liability as a result; and (C) where such Material Subsidiary is not wholly-owned, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in it can do so without contravening any Domestic Subsidiary that owns real property.existing contractual limitations, (b) If requested The Obligors' Agent shall, by not less than 10 Business Days' prior written notice to the Administrative Facility Agent, notify the Administrative Facility Agent (which shall receive promptly notify the Lenders) of its intention to request, or of it becoming aware of the requirement, that one of its Subsidiaries becomes an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered Additional Guarantor pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security DocumentsClause 31.10. (c) Notwithstanding If the foregoingaccession of an Additional Guarantor requires any Finance Party to carry out “know your customer” requirements in circumstances where the necessary information is not already available to it, the Borrower Obligors' Agent must as soon as reasonably practicable on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable know your customer requirements. Each Finance Party must complete all “know your customer” requirements in relation to an Additional Guarantor expeditiously and must promptly notify the Existing Lender and the Guarantors shall not be required, nor shall Additional Guarantor if there are any such requirements. (d) The relevant Subsidiary will become an Additional Guarantor when the Administrative Facility Agent be authorized, (A) to take any additional steps to perfect notifies the above described pledges other Finance Parties and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office Obligors' Agent that it has received all of the secretary of state documents and evidence referred to in paragraph (or similar central filing officea) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative above. The Facility Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case must give this notification as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariessoon as practicable.

Appears in 1 contract

Samples: Credit Facility Agreement (Terex Corp)

Additional Guarantors. (a) IfSubject to compliance with the provisions of paragraphs (c) and (d) of Clause 19.7 (“Know your customer” checks), as the Company may request that any of its Subsidiaries become an Additional Guarantor. (b) Prior to the date of the most recently available financial statements Trigger Date, if any notice delivered pursuant to Section 5.01(aparagraph (d) of Clause 19.4 (Information: miscellaneous) indicates that any Subsidiary of the Company has become an Offshore Material Subsidiary and if that Offshore Material Subsidiary is not already a Guarantor: (i) if such Offshore Material Subsidiary is a wholly-owned Subsidiary of the Company, the Company shall procure as soon as practicable and in any event within thirty days of delivery of the relevant financial statements; or (ii) if such Offshore Material Subsidiary is not a wholly-owned Subsidiary of the Company, the Company shall use its reasonable endeavours to procure, that the relevant Offshore Material Subsidiary shall become an Additional Guarantor and the Holding Company of that Offshore Material Subsidiary will become an Additional Chargor (under and as defined in the Composite Share Charge), each in accordance with paragraph (d) below. (c) To the fullest extent permitted by law and any applicable regulatory requirements, if any Group Member is required to become a Guarantor under paragraph (a)(viii) or paragraph (ba)(ix) of Clause 34.8 (Amendments with respect to Refinancing Debt), the Company shall procure that, on the date on which such Group Member becomes a guarantor in respect of any Refinancing Debt or incurs any Refinancing Debt (as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallrelevant Group Member shall become an Additional Guarantor in accordance with sub-paragraphs (i), (ii) and (iv) of paragraph (d) below. (d) A Group Member shall become an Additional Guarantor if: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory Company delivers to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank Agent a duly completed and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws.executed Accession Letter; (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected save to the extent required by no longer applicable as a result of amendments made pursuant to paragraph (a) of Clause 34.8 (Amendments with respect to Refinancing Debt), the proposed Additional Guarantor delivers to the Security Documents Agent a duly completed and executed Debtor Accession Deed as defined in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required Intercreditor Agreement pursuant to become a Guarantor merely due the terms thereof; (iii) in relation to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. paragraph (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent above only and save to the extent customary no longer applicable as a result of amendments made pursuant to paragraph (a) of Clause 34.8 (Amendments with respect to Refinancing Debt), the Holding Company of such proposed Additional Guarantor delivers to the Security Agent a duly completed and executed Composite Share Charge Deed of Accession to (and as defined in) the Composite Share Charge pursuant to the terms thereof to create an effective first ranking fixed Security over the entire issued share capital in such proposed Additional Guarantor in favour of the Security Agent or, if less, all of the issued share capital in such proposed Additional Guarantor that is owned (directly or indirectly) by the Company; and (iv) the Agent has received all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent required to be delivered by an Applicable Foreign JurisdictionAdditional Guarantor) in form and substance reasonably satisfactory to the Administrative Agent Agent, in respect of matters reasonably requested by the Administrative Agent relating relation to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documentsthat Additional Guarantor. (ce) Notwithstanding The Agent shall notify the foregoing, the Borrower Company and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, Lenders promptly upon being so satisfied (Aacting reasonably) to take any additional steps to perfect the above described pledges and security interests by any means other than by under paragraph (1d)(iv) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesabove.

Appears in 1 contract

Samples: Facility Agreement (Alibaba Group Holding LTD)

Additional Guarantors. (a) If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case Any Person may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary Guarantor by executing and delivering to the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, Trustee (1) cause a supplemental indenture evidencing such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty Guarantor's Guarantee in form and substance reasonably satisfactory to the Administrative AgentTrustee, which subjects such Person to the provisions of this Indenture as a Guarantor, and (2) deliver an Opinion of Counsel to the Administrative Agenteffect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, each Issuing Bank valid, binding and each Lender all documentation enforceable obligation of such Person (subject to such customary exceptions concerning fraudulent conveyance laws, creditors' rights and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver equitable principles as may be acceptable to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree Trustee in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property). (b) If requested by the Administrative AgentCompany or any of its Subsidiaries acquires or forms a Material U.S. Subsidiary (other than a Securitization Subsidiary) or if any Subsidiary of the Company shall become a Material U.S. Subsidiary (other than a Securitization Subsidiary), the Administrative Agent shall receive an opinion of counsel for the Borrower Company will cause any such Subsidiary to (or local counsel 1) execute and deliver to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) Trustee a supplemental indenture in form and substance reasonably satisfactory to the Administrative Agent in Trustee pursuant to which such Subsidiary shall guarantee all of the obligations of the Company with respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant Securities issued under this Indenture on a joint and several basis, and on a basis pari passu with the then existing Guarantees with respect to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges both ranking and security interests by any means other than by (1) filings pursuant if any), in each case, in substantially the same manner and to the Uniform Commercial Code same extent set forth in the office of the secretary of state (this Article 11 or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO otherwise required under this Indenture, and (2) delivery deliver to such Trustee an Opinion of Counsel reasonably satisfactory to such Trustee to the Administrative Agent to be held effect that a supplemental indenture has been duly executed and delivered by such Subsidiary and such Subsidiary is in its possession compliance with the terms of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign SubsidiariesIndenture; provided, in each case as expressly required herein or by the Loan Documentshowever, (B) to take any action with respect this requirement shall not apply to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Securitization Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 1 contract

Samples: Indenture (Interface Inc)

Additional Guarantors. (a) If, Notify the Administrative Agent as of promptly after any Person becomes a Subsidiary after the date of the most recently available financial statements delivered pursuant hereof (such notice to Section 5.01(a) specify whether such Subsidiary is a U.S. Subsidiary or (ban Offshore Subsidiary), and as the case may besoon as practicable thereafter (and in any event within 90 days, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of later time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements), (1i) if such Person is a U.S. Subsidiary (other than an Immaterial Subsidiary or a U.S. Foreign Holdco) cause such Material Domestic Subsidiary Person to enter into become a Guaranty, or, if a Guaranty has previously been entered into U.S. Guarantor by a Material Domestic Subsidiary (executing and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver delivering to the Administrative Agent any certificates representing a counterpart of the Collateral consisting U.S. Guaranty, and (ii) if such Person either is (A) an Offshore Subsidiary of a Designated Borrower or (B) an Offshore Subsidiary or a U.S. Foreign Holdco that, in either case, directly or indirectly owns Equity Interests issued by of a Designated Borrower, cause such Material Domestic Subsidiary (Person to become an Offshore Guarantor of such Designated Borrower, to the extent such Equity Interests are certificated) permitted by Law, by executing and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver delivering to the Administrative Agent such joinder agreements, amendments and supplements a counterpart of the applicable Offshore Guaranty. (b) Notwithstanding the provisions of this Section 6.12 or any other provision of this Agreement to the relevant Security Documents contrary, (i) an Offshore Subsidiary shall only be required to guaranty the obligations of the Designated Borrower who owns or is owned by, directly or indirectly, such other documents as Offshore Subsidiary and (ii) if either (A) the Administrative Agent shall deem necessary and Adtalem agree that the cost, burden or advisable to grant consequence (including adverse tax consequences) of obtaining an Offshore Guaranty from an Offshore Subsidiary is excessive in relation to the Administrative Agent, for value of such Offshore Guaranty to the benefit Lenders whose Obligations are guaranteed or (B) such Offshore Subsidiary (1) has assets which (together with the assets of its Subsidiaries who are not Offshore Guarantors) do not exceed 15% of the Secured Partiesconsolidated assets of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to Section 6.1(a) or 6.1(b), a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z2) take all actions necessary together with its Subsidiaries who are not Offshore Guarantors, does not (or would not) represent more than 15% of the Consolidated EBITDA of Adtalem and its Subsidiaries as of the end of the most recent fiscal period for which financial statements were delivered pursuant to cause Section 6.1(a) or 6.1(b), then such Lien Offshore Subsidiary shall not be required to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsbecome an Offshore Guarantor under this Section 6.12. (c) Notwithstanding the provisions of this Section 6.12 or any other provision of this Agreement to the contrary, none of DeVry University, Inc., DeVry/New York, Inc., or any of their respective Subsidiaries as of the Closing Date shall be required to become U.S. Guarantors or comply with Section 6.13 until the earlier of: (i) the date that the DVU Purchase Agreement has terminated and (ii) In if the case of any Person that becomes (or is so designated as) a Material Foreign SubsidiaryDVU Purchase Agreement has not been terminated, within 90 days January 15, 2019 (or such longer period of time later date as the Administrative Agent may agree in its sole discretion) after delivery of ). Each Guaranty executed pursuant to this Section 6.12 is to be accompanied by such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting supporting documents of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateraltypes referred to in Section 4.1(a)(viii) and (iiix) take all actions necessary to cause such Lien to be duly perfected and, to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion opinions of counsel for to such Person (which shall cover, among other things, the Borrower (or local counsel to the Administrative Agent to the extent customary legality, validity, binding effect and enforceability of such Guaranty), all in an Applicable Foreign Jurisdiction) in form form, content and substance scope reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by Agent. In the Administrative Agent relating event that a Loan Party subsequently becomes an Immaterial Subsidiary and would not otherwise be required to any execute and deliver a Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this SectionSection 6.12, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there Adtalem shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect entitled to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any have such Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiariesreleased from its Guaranty.

Appears in 1 contract

Samples: Credit Agreement (Adtalem Global Education Inc.)

Additional Guarantors. (a) If, as of Notify the date of Administrative Agent at the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, time that any Subsidiary shall have become Person becomes a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, and promptly thereafter (and in any event within 30 forty-five (45) days (or such longer period of time as may be agreed to by the Administrative Agent may agree in its sole discretion) after delivery of cause such financial statementsPerson (other than an Excluded Subsidiary) to, at the Company’s expense, (1i) cause such Material Domestic Subsidiary become a Guarantor by executing and delivering to enter into a the Administrative Agent Guaranty, or, if a counterpart of an applicable Guaranty has previously been entered into by a Material Domestic or such other document as the Administrative Agent shall deem appropriate for such purpose and (ii) deliver to the Administrative Agent documents of the types referred to in subsections (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and remains enforceability of the documentation referred to in effectclause (i)), a joinder agreement to such Guaranty all in form form, content and substance scope reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties; provided that, a Lien on Material Foreign Subsidiary shall only be required to guaranty the Collateral owned by Obligations of a Foreign Obligor. Notwithstanding the foregoing, in the event that a Person becomes a Subsidiary after the date of this Agreement and such Person is a Material Domestic Subsidiary (other than a Designated Material Subsidiary or an Excluded CollateralSubsidiary) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statementsdate, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall not be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by hereunder if the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel Company has delivered to the Administrative Agent a certificate of a Responsible Officer certifying that (x) the Company is transitioning all or substantially all the assets of such Subsidiary to another Loan Party and (y) upon the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory completion of such transition, which shall occur within 180 days of such Person becoming a Subsidiary (such period, the “Material Subsidiary Grace Period”), such Subsidiary will not, either individually or when aggregated with all other Subsidiaries that are not Material Subsidiaries, be a Material Subsidiary; provided that if such Subsidiary continues to be a Material Subsidiary after the Administrative Agent in respect expiration of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered Material Subsidiary Grace Period, such Material Subsidiary shall become a Guarantor hereunder pursuant to this Section, dated as Section 6.12 within ten (10) days of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office expiration of the secretary of state (or similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign SubsidiariesGrace Period.

Appears in 1 contract

Samples: Credit Agreement (Tibco Software Inc)

Additional Guarantors. (a) If, following any transaction permitted under this Agreement, the Consolidated Adjusted EBITDA constitutes less than 70% of the Group Adjusted EBITDA as of the date of the most recently available recent financial statements delivered pursuant to Section 5.01(a) or 6.01 and giving pro forma effect to such transaction, Borrower Agent shall notify the Administrative Agent, and promptly thereafter (band in any event within 30 days), as the case may because, any Subsidiary shall have become a Material Domestic Subsidiary (in its sole discretion, one or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: more Qualifying Subsidiaries to (i) In become a Guarantor by executing and delivering to the case Administrative Agent a counterpart of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (the Guaranty or such longer period of time other document as the Administrative Agent may agree in its sole discretion) shall deem appropriate for such purpose, such that after delivery giving pro forma effect to each joinder of such financial statements, a Guarantor pursuant to this subsection (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effecta), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative AgentConsolidated Adjusted EBITDA constitutes at least 70% of the Group Adjusted EBITDA, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (xii) deliver to the Administrative Agent any certificates representing documents of the Collateral consisting types referred to in clauses (ii) and (iii) of Equity Interests issued by such Material Domestic Subsidiary (Section 4.01(a) and, to the extent such Equity Interests are certificated) and Equity Interests owned reasonably requested by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for opinions of counsel of such Qualifying Subsidiary (which shall cover, among other things, the benefit legality, validity, binding effect and enforceability of the Secured Partiesdocumentation referred to in clause (a)), a Lien on the Collateral owned by such Material Domestic Subsidiary all in form, content and scope similar to opinions referred to in clause (other than Excluded Collateraliv) of Section 4.01(a) and customary for transactions of this type (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents taking into account changes in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree law and in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable lawsjurisdiction). For the avoidance of doubt, no Domestic Subsidiary each designation of an additional Guarantor pursuant to this Section 6.12 shall be required to become accompanied by a designation by the Board of Directors of Holdings making such Guarantor merely due to its ownership a Restricted Subsidiary for all purposes of Equity Interests in any Domestic Subsidiary that owns real propertythis Agreement. (b) If In addition, in the event of a Permitted Reorganization, upon the release of the Guaranty from Initial Holdings in connection therewith, its Replacement Entity, as specified by Parent to the Administrative Agent shall substantially simultaneously with such release (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and deliver to the Administrative Agent documents of the types referred to in clauses (ii) and (iii) of Section 4.01(a) and, to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall receive an opinion opinions of counsel for of such Replacement Entity (which shall cover, among other things, the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form legality, validity, binding effect and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as enforceability of the date of such Guaranty or joinder agreementdocumentation referred to in clause (a)), amendments all in form, content and supplements or additional Security Documents. scope similar to opinions referred to in clause (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing officeiv) of the relevant State(sSection 4.01(a) and filings with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession customary for transactions of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdictionthis type), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 1 contract

Samples: 364 Day Term Loan and Guaranty Agreement (James Hardie Industries PLC)

Additional Guarantors. (a) IfSubject to compliance with the provisions of paragraphs (c) and (d) of Clause 20.11 (“Know your customer” checks), as of the date of Borrower may request that any Group Member become a “Guarantor” by giving the most recently available financial statements delivered pursuant to Section 5.01(a) or Facility Agent not less than 5 Business Days’ prior notice. (b), as the case may be, any Subsidiary ) A Group Member (“Proposed Additional Guarantor”) shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall“Guarantor” if: (i) In the case Borrower and such Proposed Additional Guarantor deliver to the Facility Agent a duly completed and executed Accession Deed and such Proposed Additional Guarantor accedes to the Intercreditor Agreement; (ii) each of any the Borrower and such Subsidiary Proposed Additional Guarantor shall have confirmed in such Accession Deed that becomes (no Default is continuing or is so designated as) would occur as a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery result of such financial statements, Proposed Additional Guarantor becoming a Guarantor; (1iii) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary each of the Facility Agent and the Security Agent shall have completed (and remains be satisfied with the results of) all necessary “know your customer”, anti-money laundering or similar other checks relating to any person that it is required under applicable laws and/or regulations to carry out in effect), a joinder agreement relation to such Guaranty Proposed Additional Guarantor becoming a Guarantor; and (iv) the Facility Agent has received, or waived the requirement to receive, all of the documents and other evidence listed in Schedule 4 (Documents and evidence — Proposed Additional Guarantor) in relation to that Proposed Additional Guarantor, each in form and substance reasonably satisfactory to the Administrative Agent, Facility Agent (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateralacting reasonably), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors The Facility Agent shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of notify the Borrower, the certification Security Agent and the Lenders promptly upon being satisfied that it has received, or waived the requirement to receive (in form and substance satisfactory to it) all the documents and other evidence listed in Schedule 4 (Documents and evidence — Proposed Additional Guarantor) in relation to a Proposed Additional Guarantor. (d) Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (c) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of uncertificated securities or the delivery of giving any director resignation letters in respect of any Foreign Subsidiariessuch notification.

Appears in 1 contract

Samples: Senior Facilities Agreement (OneSmart International Education Group LTD)

Additional Guarantors. (a) If, as In the event that the Borrower shall request that certain Real Estate of the date a Wholly Owned Subsidiary of the most recently available financial statements delivered pursuant to Section 5.01(a) Borrower or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall CVOP I be otherwise designated included as a Material Domestic Subsidiary Pool Property as contemplated by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated §5.3 and such Real Estate is approved for inclusion as a Material Foreign Subsidiary by Pool Property in accordance with the Borrower hereunder or under the Term Loan Agreement)terms hereof, then the Borrower shall: (i) In the case , as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any other Subsidiary of any Borrower or CVOP I which owns an interest in such Wholly-Owned Subsidiary, to execute and deliver to Agent a Joinder Agreement, and such Subsidiary that becomes (or is so designated as) a Material Domestic SubsidiarySubsidiaries, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statementsapplicable, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agenthereunder. In addition, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding the foregoing, the Borrower and the Guarantors shall not be required, nor shall the Administrative Agent be authorized, (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign Jurisdiction), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for event any Subsidiary of the BorrowerBorrowerREIT shall constitute a Material Subsidiary, the certification Borrower shall promptly notify Agent and within sixty (60) calendar days execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of uncertificated securities the REIT shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such Subsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to Agent a Joinder Agreement within five (5) Business Days of such Person’s becoming a Subsidiary of REIT), cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall thereby become a Subsidiary Guarantor hereunder. Each such Subsidiary Guarantor shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Contribution Agreement and, until the occurrence of the Release of Security Date, such Security Documents as Agent may require. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of any director resignation letters in respect of any Foreign Subsidiariessuch Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require.

Appears in 1 contract

Samples: Credit Agreement (Carter Validus Mission Critical REIT II, Inc.)

Additional Guarantors. (a) IfSubject to compliance with the provisions of (b) and (c) of Clause 23(a) (“Know your customer” checks), as the Company may request that (i) any of its Subsidiaries, (ii) any Permitted Affiliate Parent or any Subsidiary of any Permitted Affiliate Parent or (iii) any Subsidiary of the date Ultimate Parent (as defined in Schedule 16 (Definitions)) (other than the Company, a Permitted Affiliate Parent or a Subsidiary of the most recently available financial statements delivered pursuant to Section 5.01(aCompany or a Permitted Affiliate Parent) or (a “Proposed Affiliate Subsidiary”) become a Guarantor. (b)) A Subsidiary of the Company, as the case may bea Permitted Affiliate Parent, any a Subsidiary of a Permitted Affiliate Parent or a Proposed Affiliate Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shallan Additional Guarantor if: (i) In the case Company and the proposed Additional Guarantor deliver to the Facility Agent a duly completed and executed Obligor Accession Agreement; and (ii) the Facility Agent has received all of any such Subsidiary the documents and other evidence listed in Part 3 of Schedule 2 (Conditions Precedent – Conditions Precedent Required To Be Delivered By An Additional Obligor) in relation to that becomes (or is so designated as) a Material Domestic SubsidiaryAdditional Guarantor, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty each in form and substance reasonably satisfactory to the Administrative Facility Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded Collateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. For the avoidance of doubt, no Domestic Subsidiary shall be required to become a Guarantor merely due to its ownership of Equity Interests in any Domestic Subsidiary that owns real property. (b) If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) Notwithstanding The Facility Agent shall notify the foregoing, the Borrower Company and the Guarantors shall not be required, nor shall Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the Administrative Agent be authorized, documents and other evidence listed in Part 3 of Schedule 2 (A) to take any additional steps to perfect the above described pledges and security interests by any means other than by (1) 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 with the USPTO and the USCO and (2) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (other than Holdings) and Material Foreign Subsidiaries, in each case as expressly required herein or by the Loan Documents, (B) to take any action with respect to any assets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other Security Documents that will be governed under the laws of any non-U.S. jurisdiction other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the Applicable Foreign JurisdictionConditions Precedent - Conditions Precedent Required To Be Delivered By An Additional Obligor), (C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (D) to enter into any control agreement with respect to any Collateral or (E) to require the amendment of any limited liability company agreements or other organizational documents for any Subsidiary of the Borrower, the certification of uncertificated securities or the delivery of any director resignation letters in respect of any Foreign Subsidiaries.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Liberty Global PLC)