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Common use of Additional Subsidiaries and Real Property Clause in Contracts

Additional Subsidiaries and Real Property. Notify the Administrative Agent of the creation or acquisition of any (a) Domestic Subsidiary and (b) Disregarded Foreign Entity and, provided that such entities are not owned, directly or indirectly, by a Foreign Subsidiary that is not a Disregarded Foreign Entity, (i) in the case of any Domestic Subsidiary, promptly after such creation or acquisition (and in any event within thirty (30) days after such creation or acquisition), including, without limitation, the Acquired Business, cause such Domestic Subsidiary to, or (ii) in the case of any Disregarded Foreign Entity, promptly upon the request of the Administrative Agent (and in any event within thirty (30) days after such request, or such longer period as may be agreed to by the Administrative Agent in its sole discretion), cause such Person to (A) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (C) deliver to the Administrative Agent such documents and certificates (including, without limitation, legal opinions and, in the case of a Disregarded Foreign Entity, legal opinions of local counsel) referred to in Section 6.2 as may be reasonably requested by the Administrative Agent, (D) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (E) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent or required by the other Loan Documents, all in form, content and scope reasonably satisfactory to the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Aci Worldwide, Inc.), Credit Agreement (Aci Worldwide, Inc.)

Additional Subsidiaries and Real Property. Notify the Administrative Agent of the creation or acquisition of any (a) Domestic Subsidiary and As soon as practicable (b) Disregarded Foreign Entity and, provided that such entities are not owned, directly or indirectly, by a Foreign Subsidiary that is not a Disregarded Foreign Entity, (i) in the case of any Domestic Subsidiary, promptly after such creation or acquisition (and but in any event within thirty days (30) or sixty days after such creation or acquisition), including, without limitation, the Acquired Business, cause such Domestic Subsidiary to, or (ii) in the case of clause (vii) below) or, in any Disregarded Foreign Entitysuch case, promptly upon such longer period as the request Administrative Agent may agree in its sole discretion) after the acquisition, creation or designation of any Subsidiary (or the date a Subsidiary otherwise qualifies as a Subsidiary), cause to be delivered to the Administrative Agent each of the following: (i) a Guaranty Joinder Agreement duly executed by such Subsidiary; (ii) required Collateral Documents of such Subsidiary, including a Security Joinder Agreement duly executed by such Subsidiary (with all schedules thereto appropriately completed), together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as “Debtor” and naming the Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent (and to be filed in any event within thirty (30) days after such request, all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or such longer period as may be agreed advisable to by perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on Collateral conferred under such Collateral Document to the extent such Lien may be perfected by Uniform Commercial Code filing, and if such Subsidiary owns any Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary; (iii) a Pledge Joinder Agreement (or an amendment to a Pledge Joinder Agreement or a Pledge Agreement Supplement, as applicable) by the direct owner of the Equity Interests in its sole discretion)such Subsidiary, cause which Pledge Joinder Agreement (or amendment or supplement) effects the pledge of the Equity Interests of such Person Subsidiary pursuant to (A) become a Subsidiary Guarantor the Pledge Agreement, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by delivering to such pledgor as “Debtor” and naming the Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or such other document as advisable to perfect in favor of the Administrative Agent shall deem appropriate for the benefit of the Secured Parties the Lien on such purpose, Equity Interests; (Biv) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (C) deliver to the Administrative Agent such documents and certificates (including, without limitation, legal opinions and, in the case of a Disregarded Foreign Entity, legal opinions of local counsel) referred to in Section 6.2 as may be reasonably if requested by the Administrative Agent, (D) deliver an opinion of counsel to the Subsidiary dated as of the date of delivery of the Guaranty Joinder Agreement and other Loan Documents provided for in this Section 6.12 and addressed to the Administrative Agent such updated Schedules and the Lenders, in form and substance reasonably acceptable to the Loan Documents as requested by Administrative Agent, including opinions, assumptions and qualifications similar to those contained in the Administrative Agent opinions of counsel delivered pursuant to Section 4.01(a); (v) the documents described in Sections 4.01(a)(iii) and (iv) with respect to such Person and Subsidiary; (Evi) deliver evidence satisfactory to the Administrative Agent such other documents as may be reasonably requested by that all taxes, filing fees, recording fees related to the perfection of the Liens securing the Secured Obligations have been paid and all reasonable costs and expenses of the Administrative Agent or required in connection therewith have been paid; (vii) if such Subsidiary has any fee ownership interest in any real property (other than the Oklahoma Distribution Center) and such real estate has a fair market value in excess of $500,000, a Mortgage and such Mortgaged Property Support Documents as the Administrative Agent may request to cause such real estate to be subject at all times to a first priority, perfected Lien (subject in each case to Liens permitted by the other Loan Documents) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents; and (viii) landlord waivers with respect to any real property leased by such Subsidiary, all which landlord waivers are duly executed by the applicable landlords and in form, content form and scope substance reasonably satisfactory to the Administrative Agent; provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain landlord waivers described in this clause (viii). (b) If any Loan Party intends to acquire a fee ownership interest in any real property after the Closing Date and such real estate has a fair market value in excess of $500,000, it shall provide to the Administrative Agent promptly a Mortgage and such Mortgaged Property Support Documents as the Administrative Agent may request to cause such real estate to be subject at all times to a first priority, perfected Lien (subject in each case to permitted by the Loan Documents) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents.

Appears in 2 contracts

Samples: Credit Agreement (Tile Shop Holdings, Inc.), Credit Agreement (Tile Shop Holdings, Inc.)

Additional Subsidiaries and Real Property. Notify the Administrative Agent of the creation or acquisition of any (a) Domestic Subsidiary and As soon as practicable (b) Disregarded Foreign Entity and, provided that such entities are not owned, directly or indirectly, by a Foreign Subsidiary that is not a Disregarded Foreign Entity, (i) in the case of any Domestic Subsidiary, promptly after such creation or acquisition (and but in any event within thirty days (30) or sixty days after such creation or acquisition), including, without limitation, the Acquired Business, cause such Domestic Subsidiary to, or (ii) in the case of clause (vii) below) or, in any Disregarded Foreign Entitysuch case, promptly upon such longer period as the request Administrative Agent may agree in its sole discretion) after the acquisition, creation or designation of any Subsidiary (or the date a Subsidiary otherwise qualifies as a Subsidiary), cause to be delivered to the Administrative Agent each of the following: (i) a Guaranty Joinder Agreement duly executed by such Subsidiary; (ii) required Collateral Documents of such Subsidiary, including a Security Joinder Agreement duly executed by such Subsidiary (with all schedules thereto appropriately completed), together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as “Debtor” and naming the Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent (and to be filed in any event within thirty (30) days after such request, all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or such longer period as may be agreed advisable to by perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on Collateral conferred under such Collateral Document to the extent such Lien may be perfected by Uniform Commercial Code filing, and if such Subsidiary owns any Domestic Subsidiary or Direct Foreign Subsidiary, a Pledge Joinder Agreement (with all schedules thereto appropriately completed) duly executed by such Subsidiary; (iii) a Pledge Joinder Agreement (or an amendment to a Pledge Joinder Agreement or a Pledge Agreement Supplement, as applicable) by the direct owner of the Equity Interests in its sole discretion)such Subsidiary, cause which Pledge Joinder Agreement (or amendment or supplement) effects the pledge of the Equity Interests of such Person Subsidiary pursuant to (A) become a Subsidiary Guarantor the Pledge Agreement, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by delivering to such pledgor as “Debtor” and naming the Administrative Agent, for the benefit of the Secured Parties, as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or such other document as advisable to perfect in favor of the Administrative Agent shall deem appropriate for the benefit of the Secured Parties the Lien on such purpose, Equity Interests; (Biv) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each Security Document, (C) deliver to the Administrative Agent such documents and certificates (including, without limitation, legal opinions and, in the case of a Disregarded Foreign Entity, legal opinions of local counsel) referred to in Section 6.2 as may be reasonably if requested by the Administrative Agent, (D) deliver an opinion of counsel to the Subsidiary dated as of the date of delivery of the Guaranty Joinder Agreement and other Loan Documents provided for in this Section 6.12 and addressed to the Administrative Agent such updated Schedules and the Lenders, in form and substance reasonably acceptable to the Loan Documents as requested by Administrative Agent, including opinions, assumptions and qualifications similar to those contained in the Administrative Agent opinions of counsel delivered pursuant to Section 4.01(a); (v) the documents described in Sections 4.01(a)(iii) and (iv) with respect to such Person and Subsidiary; (Evi) deliver evidence satisfactory to the Administrative Agent such other documents as may be reasonably requested by that all taxes, filing fees, recording fees related to the perfection of the Liens securing the Secured Obligations have been paid and all reasonable costs and expenses of the Administrative Agent or required in connection therewith have been paid; (vii) if such Subsidiary has any fee ownership interest in any real property and such real estate has a fair market value in excess of $500,000, a Mortgage and such Mortgaged Property Support Documents as the Administrative Agent may request to cause such real estate to be subject at all times to a first priority, perfected Lien (subject in each case to Liens permitted by the other Loan Documents) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents; and (viii) landlord waivers with respect to any real property leased by such Subsidiary, all which landlord waivers are duly executed by the applicable landlords and in form, content form and scope substance reasonably satisfactory to the Administrative Agent; provided that the Borrowers shall only be required to use commercially reasonable efforts to obtain landlord waivers described in this clause (viii). (b) If any Loan Party intends to acquire a fee ownership interest in any real property after the Closing Date and such real estate has a fair market value in excess of $500,000, it shall provide to the Administrative Agent promptly a Mortgage and such Mortgaged Property Support Documents as the Administrative Agent may request to cause such real estate to be subject at all times to a first priority, perfected Lien (subject in each case to permitted by the Loan Documents) in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations pursuant to the terms and conditions of the Collateral Documents.

Appears in 1 contract

Samples: Credit Agreement (Tile Shop Holdings, Inc.)