After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon), in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financed, in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g) or (h), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligations. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9, the Parent Borrower or such other Loan Party shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances). (b) With respect to (i) any Domestic Subsidiary created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (Hertz Corp), Credit Agreement (Hertz Global Holdings Inc)
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which the Parent Borrower or any Loan Party of its Subsidiaries or any Foreign Subsidiary Borrower (other than a Foreign Subsidiary, a Subsidiary of a Foreign Subsidiary, or a Receivables Subsidiary, in each case which is not a Foreign Subsidiary Borrower) acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section subsection 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by subsection 8.2(e) or (f), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(gsubsection 8.2(e) or (hf), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 8.2(e) or (f)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Foreign Subsidiary Borrower shall not secure any U.S. other Borrower’s obligations. In connection with any such grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Administrative Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted a Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Foreign Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Administrative Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver (or, in the case of a Receivables Subsidiary, cause to be delivered) to the Collateral Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) unless such Subsidiary is a Receivables Subsidiary, cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Administrative Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement)Law, including including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Administrative Agent.
(c) With respect to any Foreign Subsidiary created or acquired subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries, the Capital Stock of which is owned directly by the Parent Borrower or a Domestic Subsidiary (other than a Receivables Subsidiary or a Subsidiary of a Foreign Subsidiary), promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request (it being understood that if the Administrative Agent does not so request with respect to any such Foreign Subsidiary that it believes is or is likely to become material to the Parent Borrower and its Subsidiaries taken as a whole, it will provide notice to the Lenders thereof), promptly (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Foreign Subsidiary that is owned by the Parent Borrower or any of its Domestic Subsidiaries (other than a Receivables Subsidiary or a Subsidiary of a Foreign Subsidiary) (provided that in no event shall more than 65% of the Capital Stock of any such new Foreign Subsidiary be required to be so pledged and, provided, further, that no such pledge or security shall be required with respect to any non-wholly owned Foreign Subsidiary to the extent that the grant of such pledge or security interest would violate the terms of any agreements under which the Investment by the Parent Borrower or any of its Subsidiaries was made therein) and (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the relevant parent corporation of such new Foreign Subsidiary and take such other action as may be reasonably deemed by the Administrative Agent to be necessary or desirable to perfect the Administrative Agent’s security interest therein.
(d) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Administrative Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(e) At its own expense, request, and use commercially reasonable efforts to obtain, (i) a consent, substantially in the form of Exhibit I or such other form as may be reasonably satisfactory to the Administrative Agent, from the landlord of each of the existing facilities located in the United States and listed in Schedule 7.9(e) in which Inventory with a value in excess of $3,000,000 of any Loan Party is located, as of the Closing Date, in which such landlord acknowledges the Administrative Agent’s first priority security interest in the Inventory pledged by each Loan Party to the Administrative Agent for the benefit of the Lenders and (ii) prior to entering into a lease of a facility located in the United States in which Inventory will be located on or after the Closing Date (other than any such facility for which there is not a lease of more than one year and which the Parent Borrower and its Subsidiaries intend to use as a seasonal storage facility), a consent, substantially in the form of Exhibit I or such other form as may be reasonably satisfactory to the Administrative Agent, from each landlord of any such facility, in which such landlord acknowledges the Administrative Agent’s first priority security interest in the Inventory pledged by each Loan Party to the Administrative Agent for the benefit of the Lenders.
(f) Notwithstanding anything to contrary in this Agreement, nothing in this subsection 7.9 shall require that any Foreign Subsidiary Borrower xxxxx x Xxxx with respect to any owned real property or fixtures in which such Subsidiary acquires ownership rights to the extent that the Administrative Agent, in its reasonable judgment, determines that the granting of such a Lien is impracticable.
Appears in 2 contracts
Samples: Credit Agreement (VWR International, Inc.), Credit Agreement (VWR International, Inc.)
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including or fixtures thereon)thereon located in the United States of America, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 7.9 6.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 6.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by Section 7.2(f) or Section 7.2(g), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g7.2(f) or (hSection 7.2(g), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.27.2(f), Section 7.2(g) or Section 7.2(v)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.96.9, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports policies and other documents flood hazard certificates in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as any survey, title insurance policy or flood hazard certificate that the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports policies and other documents flood hazard certificates and whether the delivery of such surveys, title insurance policies, environmental reports policies and other documents flood hazard certificates would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Wholly Owned Domestic Subsidiary created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Wholly Owned Domestic Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in formed solely for the definition thereof and (iv) any entity purpose of becoming a Parent Entity, or merging with the Borrower in connection with another Wholly Owned Domestic Subsidiary as becoming a result of Parent Entity, or otherwise creating or forming a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded SubsidiaryParent Entity), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent or to any agent therefore as may be provided by the Intercreditor Agreement the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement)Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
(c) With respect to any Foreign Subsidiary created or acquired subsequent to the Closing Date by the Borrower or any of its Domestic Subsidiaries, the Capital Stock of which is owned directly by the Borrower or any of its Domestic Subsidiaries, promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request (it being understood that if the Administrative Agent does not so request with respect to any such Foreign Subsidiary that it believes is or is likely to become material to the Borrower and its Subsidiaries taken as a whole, it will provide notice to the Lenders thereof), promptly (i) execute and deliver to the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Foreign Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such new Foreign Subsidiary that is so owned be required to be so pledged and, provided, further, that no such pledge or security shall be required with respect to any non-wholly owned Foreign Subsidiary to the extent that the grant of such pledge or security interest would violate the terms of any agreements under which the Investment by the Borrower or any of its Subsidiaries was made therein) and (ii) to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral Agent or to any agent therefor as may be provided by the Intercreditor Agreement the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such new Foreign Subsidiary and take such other action as may be reasonably deemed by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein.
(d) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents (in each case to the extent described therein).
(e) Notwithstanding anything to contrary in this Agreement, nothing in this Section 6.9 shall require that any Loan Party xxxxx x Xxxx with respect to any owned real property or fixtures in which such Subsidiary acquires ownership rights to the extent that the Administrative Agent, in its reasonable judgment, determines that the granting of such a Lien is impracticable.
Appears in 2 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section subsection 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by subsection 8.2(g) or (h), in whole or in part through the incurrence of Indebtedness permitted by Section subsection 8.2(g) or (h), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 8.2(g) or (h)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary (other than a Special Purpose Subsidiary or a Subsidiary of a Foreign Subsidiary) created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) Special Purpose Subsidiaries or any Unrestricted Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Foreign Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement)Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon), in each case with a purchase price or a fair market value at (as determined in good faith by the time Borrower) of acquisition of at least $2,000,000, 1,500,000 or more or related fixtures in which the Borrower or any Loan Party of its Domestic Subsidiaries acquires ownership rights at any time after the Closing Date Effective Date, promptly, or (or owned by any Subsidiary that becomes a Loan Party i) with respect to either of the properties listed on Schedule 7.9(a)(i) , on the date six months after the Closing Datedate hereof if such property has not been sold by such date or (ii) with respect to the property listed on Schedule 7.9(a)(ii), promptly within 60 days after the Effective Date, grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the ratable benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided, that, at the request of the Borrower, the Administrative Agent may, but is under no obligation to, waive the requirement that the Borrower xxxxx x Xxxx of record on such owned real property and fixtures; and provided further that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries Subsidiary or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financed, in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g) or (h), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligations. In connection with any such grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the Lenders, of a first priority Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Administrative Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(c) At its own expense, request, and use reasonable efforts to obtain, (i) any Domestic Subsidiary created a consent, substantially in the form of Exhibit F or acquired (including by reason such other form as may be reasonably satisfactory to the Administrative Agent, from the landlord of each of the existing facilities in which Inventory of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to Loan Party is located, as of the Closing Date by Effective Date, in which such landlord acknowledges the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided Administrative Agent's security interest in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in Inventory pledged by each case in clauses (i) through (iv), other than an Excluded Subsidiary), promptly notify Loan Party to the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, copies of which consent, if obtained, shall be delivered to the Administrative Agent by the Effective Date and (ii) prior to entering into a perfected lease of a facility in which Inventory will be located on or after the Effective Date, a consent, substantially in the form of Exhibit F or such other form as may be reasonably satisfactory to the Administrative Agent, from each landlord of any such facility, in which such landlord acknowledges the Administrative Agent's first priority security interest (or second priority security interest in accordance with the terms Inventory pledged by each Loan Party to the Administrative Agent for the benefit of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral AgentLenders.
Appears in 1 contract
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,0005,000,000, in which the Borrower or any Loan Party of its Subsidiaries (other than the Philanthropic Fund, a Foreign Subsidiary, a Subsidiary of a Foreign Subsidiary, or a Receivables Subsidiary) acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section subsection 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by subsection 8.2(f) or (g), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(gsubsection 8.2(f) or (hg), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 8.2(f) or (g)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Administrative Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary (other than an Excluded Subsidiary, provided that at any time any such Subsidiary no longer qualifies as an “Excluded Subsidiary”, the Borrower shall promptly deliver to the Administrative Agent all documents specified in this subsection 7.9(b) for such Subsidiary) created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted a Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Foreign Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so requestoccurrence, promptly (i) execute and deliver to the Collateral Administrative Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver (or, in the case of a Receivables Subsidiary, cause to be delivered) to the Collateral Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) unless such Subsidiary is a Receivables Subsidiary, cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Administrative Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement)Law, including including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Administrative Agent.
(c) With respect to any Foreign Subsidiary (other than an Excluded Subsidiary, provided that at any time any such Subsidiary no longer qualifies as an “Excluded Subsidiary”, the Borrower shall promptly deliver to the Administrative Agent all documents specified in this subsection 7.9(c) for such Subsidiary) created or acquired subsequent to the Closing Date by the Borrower or any of its Domestic Subsidiaries, the Capital Stock of which is owned directly by the Borrower or a Domestic Subsidiary (other than a Receivables Subsidiary or a Subsidiary of a Foreign Subsidiary), promptly notify the Administrative Agent of such occurrence, promptly (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall reasonably deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Foreign Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (other than a Receivables Subsidiary or a Subsidiary of a Foreign Subsidiary) (provided that in no event shall more than 65% of the Capital Stock of any such new Foreign Subsidiary be required to be so pledged and, provided, further, that no such pledge or security shall be required with respect to any non-Wholly Owned Foreign Subsidiary to the extent that the grant of such pledge or security interest would violate the terms of any agreements under which the Investment by the Borrower or any of its Subsidiaries was made therein) and (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the relevant parent corporation of such new Foreign Subsidiary and take such other action as may be reasonably deemed by the Administrative Agent to be necessary or desirable to perfect the Administrative Agent’s security interest therein.
(d) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Administrative Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(e) At its own expense, request, and use commercially reasonable efforts to obtain prior to entering into a lease of a facility located in the United States in which Inventory will be located after the Closing Date (other than any such facility for which there is not a lease of more than one year and which the Borrower and its Subsidiaries intend to use as a seasonal storage facility), a consent, substantially in the form of Exhibit G or such other form as may be reasonably satisfactory to the Administrative Agent, from each landlord of any such facility, in which such landlord acknowledges the Administrative Agent’s first priority security interest in the Inventory pledged by each Loan Party to the Administrative Agent for the benefit of the Lenders.
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After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon), in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, Material Real Property in which the Borrower or any Loan Party Guarantor acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the ratable benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise Material Real Property, upon terms reasonably satisfactory in form and substance to the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 7.9 subsection 6.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries Subsidiary or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 subsection 6.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by subsection 7.2(d) or (i), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(gsubsection 7.2(d) or (hi), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 7.2(d) or (i)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing refinancing, and (iii) nothing in this subsection 6.9(a) shall require the grant of a Lien of record in respect of any such mortgage owned residential real property, fixtures, or related assets acquired by a Canadian SIRVA Relocation, SRHL, any of their respective Subsidiaries or any other Subsidiary shall not secure of the Borrower primarily engaged in the Employee Relocation Business in the ordinary course of business in connection with the provision of relocation services, or any U.S. Borrower’s obligationsproperty or assets the Disposition of which is permitted under clause (xi) of subsection 7.6(a) in connection with the Employee Relocation Business. In connection with any such grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the LendersSecured Parties, of a first priority Lien of record on any such real property Material Real Property in accordance with this Section 7.9subsection 6.9(a), the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Administrative Agent any such surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property property, and such Mortgages, fully paid loan title insurance policies, surveys or survey affidavits of no change in form and substance sufficient to cause all standard survey and related exceptions to be deleted from the loan title insurance policies and otherwise reasonably satisfactory to the title company, local counsel opinions and other documents as the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such Mortgages, surveys, fully paid loan title insurance policies, environmental reports reports, local counsel opinions and other documents and whether the delivery of such Mortgages, surveys, fully paid loan title insurance policies, environmental reports reports, local counsel opinions and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary created At its own expense, execute, acknowledge and deliver, or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to cause the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiaryexecution, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof acknowledgment and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant todelivery of, and permitted bythereafter register, Section 8.3 (file or record in each case in clauses (i) through (iv)an appropriate governmental office, other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent any document or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions instrument reasonably deemed by the Collateral Administrative Agent to be necessary or advisable to cause desirable for the Lien creation and perfection of the foregoing Liens or any other Liens created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and pursuant to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral AgentSecurity Documents.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including or fixtures thereon), in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, 2.0 million in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 7.9 subsection 6.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries Loan Party or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 subsection 6.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financed, financed or refinanced in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g) or (h)subsection 7.2, until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 7.2) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary (other than a Special Purpose Subsidiary or a Subsidiary of a Foreign Subsidiary) created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Special Purpose Subsidiary being designated as a Restricted Subsidiary, (iii) or any Immaterial Subsidiary ceasing to be such as provided in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Foreign Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement)Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
Appears in 1 contract
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including or fixtures thereon), in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section subsection 7.9 on any owned real property or fixtures the acquisition of which is financedis, or is to be financedbe, financed or refinanced, in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g) or (h)Indebtedness, until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2refinanced) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligations. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section subsection 7.9, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary (other than a Subsidiary of a Foreign Subsidiary) created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Foreign Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement)Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
Appears in 1 contract
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section subsection 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by subsection 8.2(g) or (h), in whole or in part through the incurrence of Indebtedness permitted by Section subsection 8.2(g) or (h), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 8.2(g) or (h)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligations. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary (other than a Special Purpose Subsidiary or a Subsidiary of a Foreign Subsidiary) created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) Special Purpose Subsidiaries or any Unrestricted Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Foreign Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement)Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Hertz Corp)
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000500,000, in which the Company or any Loan Party of its Subsidiaries acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, Purchasers a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, Required Purchasers and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 7.9 hereof shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent BorrowerCompany, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 hereof on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by Section 8.2(d) or (e) hereof, in whole or in part part, through the incurrence of Indebtedness permitted by Section 8.2(g8.2(d) or (h)e) hereof, until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.28.2(d) or (e) hereof) or, as the case may be, the Parent Borrower Company determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the LendersPurchasers, of a Lien of record on any such real property in accordance with this Section 7.9Section, the Parent Borrower Company or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Agent Co-Agents any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent or the Canadian Collateral Agent, as applicable, Required Purchasers shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Co-Agents, or either of them, to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(ic) any Domestic Subsidiary created At its own expense, request, and use reasonable efforts to obtain, prior to entering into a lease of a facility located in the United States in which Inventory will be located on or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to after the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated such facility for which there is not a lease of more than one year and which the Company and its Subsidiaries intends to use as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (ivseasonal storage facility), other than an Excluded Subsidiary), promptly notify the Administrative Agent of a consent in such occurrence and, if the Administrative Agent or form as may be reasonably satisfactory to the Required Lenders so requestPurchasers, promptly (i) execute and deliver to from each landlord of any such facility, in which such landlord acknowledges the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or Purchasers' second priority security interest in accordance with the terms Inventory pledged by the Company and each of the Intercreditor Agreement) (as and other grantors to the extent provided in Purchasers under the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral AgentSecurity Documents.
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After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon), in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financed, in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g) or (h8.1(b)(iv), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.28.1) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9, the Parent Borrower or such other Loan Party shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing that ceases to be such as provided in the definition thereof and (iv) any entity becoming that becomes a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
(c) With respect to any Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary), the Capital Stock of which is owned directly by the Parent Borrower or a Domestic Subsidiary (other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, subject to clause (e) below, promptly (i) execute and deliver to the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Foreign Subsidiary that is directly owned by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (provided that in no event shall more than 65% of the Capital Stock of any such new Foreign Subsidiary be required to be so pledged and, provided, further, that no such pledge or security shall be required with respect to any non-wholly owned Foreign Subsidiary to the extent that the grant of such pledge or security interest would violate the terms of any agreements under which the Investment by the Parent Borrower or any of its Subsidiaries was made therein) and (ii) to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the relevant parent corporation of such new Foreign Subsidiary and take such other action as may be reasonably deemed by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein.
(d) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(e) Notwithstanding anything to contrary in this Agreement, (A) no security interest is or will be granted pursuant to any Loan Document or otherwise in any right, title or interest of any of Holdings, the Parent Borrower or any of its Subsidiaries in, and “Collateral” shall not include, any Excluded Asset (as defined in the Guarantee and Collateral Agreement); (B) no Loan Party or any Affiliate thereof shall be required to take any action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction) and (C) nothing in this Section 7.9 shall require that any Loan Party gxxxx x Xxxx with respect to any property or assets in which such Subsidiary acquires ownership rights to the extent that the Administrative Agent, in its reasonable judgment, determines that the granting of such a Lien is impracticable.
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After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon), in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000, in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financed, in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g) or (h8.1(b)(iv), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.28.1) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9, the Parent Borrower or such other Loan Party shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing that ceases to be such as provided in the definition thereof and (iv) any entity becoming that becomes a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
(c) With respect to any Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary), the Capital Stock of which is owned directly by the Parent Borrower or a Domestic Subsidiary (other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, subject to clause (e) below, promptly (i) execute and deliver to the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Foreign Subsidiary that is directly owned by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (provided that in no event shall more than 65% of the Capital Stock of any such new Foreign Subsidiary be required to be so pledged and, provided, further, that no such pledge or security shall be required with respect to any non-wholly owned Foreign Subsidiary to the extent that the grant of such pledge or security interest would violate the terms of any agreements under which the Investment by the Parent Borrower or any of its Subsidiaries was made therein) and (ii) to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the relevant parent corporation of such new Foreign Subsidiary and take such other action as may be reasonably deemed by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein.
(d) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(e) Notwithstanding anything to contrary in this Agreement, (A) no security interest is or will be granted pursuant to any Loan Document or otherwise in any right, title or interest of any of Holdings, the Parent Borrower or any of its Subsidiaries in, and “Collateral” shall not include, any Excluded Asset (as defined in the Guarantee and Collateral Agreement); (B) no Loan Party or any Affiliate thereof shall be required to take any action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction) and (C) nothing in this Section 7.9 shall require that any Loan Party xxxxx x Xxxx with respect to any property or assets in which such Subsidiary acquires ownership rights to the extent that the Administrative Agent, in its reasonable judgment, determines that the granting of such a Lien is impracticable.
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After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon), in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000Material Real Property, in which Administrative Borrower or any other Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the ratable benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise Material Real Property, upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that provided, that, (i) nothing in this Section 7.9 5.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Loan Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Administrative Borrower, any of its Restricted Subsidiaries Subsidiary or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 5.9 on any owned real property Material Real Property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by Section 6.2(d), (i) or (m), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g6.2(d), (i) or (hm), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.26.2(d), (i) or (m)) or, as the case may be, the Parent Administrative Borrower determines not to proceed with such financing or refinancing refinancing, and (iii) nothing in this Section 5.9(a) shall require the grant of a Lien of record in respect of any such mortgage owned residential real property, fixtures, or related assets acquired by a Canadian SIRVA Relocation, SRHL, any of their respective Subsidiaries or any other Subsidiary shall not secure any U.S. Borrower’s obligationsof Administrative Borrower primarily engaged in the Employee Relocation Business in the ordinary course of business in connection with the provision of relocation services. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the LendersSecured Parties, of a first priority Lien of record (subject to the terms of the Intercreditor Agreement) on any such real property Material Real Property in accordance with this Section 7.95.9(a), the Parent Administrative Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Agent any such surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property property, and such Mortgages, fully paid loan title insurance policies, surveys or survey affidavits of no change in form and substance sufficient to cause all standard survey and related exceptions to be deleted from the loan title insurance policies and otherwise reasonably satisfactory to the title company, local counsel opinions and other documents as the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such Mortgages, surveys, fully paid loan title insurance policies, environmental reports reports, local counsel opinions and other documents and whether the delivery of such Mortgages, surveys, fully paid loan title insurance policies, environmental reports reports, local counsel opinions and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary created Borrowers at their own expense, execute, acknowledge and deliver, or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to cause the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiaryexecution, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof acknowledgement and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant todelivery of, and permitted bythereafter register, Section 8.3 (file or record in each case in clauses (i) through (iv)an appropriate governmental office, other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent any document or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions instrument reasonably deemed by the Collateral Agent to be necessary or advisable to cause desirable for the Lien creation and perfection of the foregoing Liens or any other Liens created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and pursuant to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral AgentLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000750,000, in which the Parent Borrower or any Loan Party of its Domestic Subsidiaries or any Foreign Subsidiary Borrower acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the ratable benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries Subsidiary or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section subsection 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by subsection 8.2(c) or (j), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(gsubsection 8.2(c) or (hj), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 8.2(c) or (j)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and refinancing, (iii) any such mortgage by a Canadian Foreign Subsidiary Borrower shall not secure any U.S. other Borrower’s obligationsobligations and (iv) nothing in this paragraph (a) shall require the grant of a Lien of record in respect of any owned residential real property, fixtures, or related assets acquired by CRS Holding, Rowan, any of their respective Subsidiaries or any other Subsidiary of the Parent Borrower primarily engaged in the Employee Relocation Business in the ordinary course of business in connection with the provision of relocation services, or any property or assets the Disposition of which is permitted under clause (x) of subsection 8.6(a) in connection with a Relocation SPV Financing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the Lenders, of a first priority Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Administrative Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary created At its own expense, execute, acknowledge and deliver, or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to cause the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiaryexecution, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof acknowledgement and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant todelivery of, and permitted bythereafter register, Section 8.3 (file or record in each case in clauses (i) through (iv)an appropriate governmental office, other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent any document or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions instrument reasonably deemed by the Collateral Administrative Agent to be necessary or advisable desirable for the creation and perfection of the foregoing Liens or any other Liens created pursuant to cause the Lien created by the U.S. Guarantee and Collateral Agreement Security Documents.
(c) Notwithstanding anything to contrary in this Agreement, nothing in this subsection 7.9 shall require that any Foreign Subsidiary Borrower xxxxx x Xxxx with respect to any owned real property or fixtures in which such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and Subsidiary acquires ownership rights to the extent provided that the Administrative Agent, in its reasonable judgment, determines that the U.S. Guarantee and Collateral Agreement), including the filing granting of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agenta Lien is impracticable.
Appears in 1 contract
Samples: Credit Agreement (Sirva Inc)
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000250,000, in which the Parent, MGI, the Borrower or any Loan Party of its Subsidiaries acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Effective Date), promptly grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Parent, MGI, the Borrower, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section subsection 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by subsection 8.2(d), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g) or (hsubsection 8.2(d), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 8.2(d)) or, as the case may be, the Parent or the Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Parent, the Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Administrative Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance surance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).. 57 57
(b) With respect to (i) any Domestic Subsidiary created At its own expense, execute, acknowledge and deliver, or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to cause the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiaryexecution, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof acknowledgement and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant todelivery of, and permitted bythereafter register, Section 8.3 (file or record in each case in clauses (i) through (iv)an appropriate governmental office, other than an Excluded Subsidiary), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent any document or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions instrument reasonably deemed by the Collateral Administrative Agent to be necessary or advisable to cause desirable for the Lien creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and pursuant to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral AgentSecurity Documents.
Appears in 1 contract
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000500,000, in which the Borrower or any Loan Party of its Subsidiaries acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Effective Date), promptly grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section subsection 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by subsection 8.2(d) or (e), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(gsubsection 8.2(d) or (he), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 8.2(d) or (e)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Administrative Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Domestic Subsidiary created At its own expense, execute, acknowledge and deliver, or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to cause the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiaryexecution, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof acknowledgement and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant todelivery of, and permitted bythereafter register, Section 8.3 (file or record in each case in clauses (i) through (iv)an appropriate governmental office, other than an Excluded Subsidiary), promptly notify any document or instrument reasonably deemed by the Administrative Agent to be necessary or desirable for the creation, perfection and priority and the continuation of such occurrence andthe validity, if perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(c) pledged by each Loan Party to the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders and (ii) prior to entering into a lease of a facility located in the United States in which Inventory will be located on or after the Effective Date (other than any such amendments facility for which there is not a lease of more than one year and which the Borrower and its Subsidiaries intends to use as a seasonal storage facility), a consent, substantially in the form of Exhibit J or such other form as may be reasonably satisfactory to the U.S. Guarantee and Collateral Agreement as Administrative Agent, from each landlord of any such facility, in which such landlord acknowledges the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant Administrative Agent's first priority security interest in the Inventory pledged by each Loan Party to the Collateral Agent, Administrative Agent for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
Appears in 1 contract
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including or fixtures thereon), having a value in each case with a purchase price or a fair market value at the time excess of acquisition of at least $2,000,000, 500,000 in which the Parent Borrower or any Loan Party of its Domestic Subsidiaries or any Foreign Subsidiary Borrower acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Effective Date), promptly grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the ratable benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries Subsidiary or any other Person, (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financed, in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g) or (h), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) ; provided that any such mortgage by a Canadian Foreign Subsidiary Borrower shall not secure any U.S. other Borrower’s 's obligations. In connection with any such grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the Lenders, of a first priority Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Administrative Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(c) At its own expense, request, and use reasonable efforts to obtain, (i) any Domestic Subsidiary created a consent, substantially in the form of Exhibit F or acquired (including by reason such other form as may be reasonably satisfactory to the Administrative Agent, from the landlord of each of the existing facilities in which Inventory of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to Loan Party is located and for which annual lease payments exceed $100,000, as of the Closing Date by Effective Date, in which such landlord acknowledges the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided Administrative Agent's security interest in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in Inventory pledged by each case in clauses (i) through (iv), other than an Excluded Subsidiary), promptly notify Loan Party to the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms copies of the Intercreditor Agreement) (as and which consent, if obtained, shall be delivered to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) within 30 days after the Effective Date, if such consent is from a landlord entitled to become receive at least $100,000 in annual lease payments with respect to a party to the U.S. Guarantee and Collateral Agreement facility and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided not previously delivered, as promptly as reasonably practicable following the Effective Date, and (ii) prior to entering into a lease of a facility in which Inventory will be located on or after the Effective Date, a consent, substantially in the U.S. Guarantee and Collateral Agreement), including the filing form of financing statements in Exhibit F or such jurisdictions other form as may be reasonably requested satisfactory to the Administrative Agent, from each landlord of any such facility, in which such landlord acknowledges the Administrative Agent's first priority security interest in the Inventory pledged by each Loan Party to the Collateral Administrative Agent for the benefit of the Lenders.
(d) Notwithstanding anything to contrary in this Agreement, nothing in this subsection 7.9 shall require that any Foreign Subsidiary Borrower xxxxx x Xxxx with respect to any owned real property or fixtures in which such Subsidiary acquires ownership rights to the extent that the Administrative Agent, in its reasonable judgment, determines that the granting of such a Lien is impracticable.
Appears in 1 contract
Samples: Credit Agreement (Relocation Management Systems Inc)
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000500,000, in which the Borrower or any Loan Party of its Subsidiaries acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Effective Date), promptly grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section subsection 7.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, Person and (ii) 84 91 no such Lien shall be required to be granted as contemplated by this Section subsection 7.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by subsection 8.2(d) or (e), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(gsubsection 8.2(d) or (he), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.2subsection 8.2(d) or (e)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Administrative Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.9subsection, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Administrative Agent any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Administrative Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Administrative Agent to (i) be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any Domestic Subsidiary other Liens created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent pursuant to the Closing Security Documents.
(c) At its own expense, request, and use reasonable efforts to obtain, prior to entering into a lease of a facility located in the United States in which Inventory will be located on or after the Effective Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated such facility for which there is not a lease of more than one year and which the Borrower and its Subsidiaries intends to use as a Restricted Subsidiaryseasonal storage facility), (iii) any Immaterial Subsidiary ceasing to be such as provided a consent, substantially in the definition thereof and (iv) any entity becoming a Domestic Subsidiary form of Exhibit K or such other form as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded Subsidiary), promptly notify may be reasonably satisfactory to the Administrative Agent Agent, from each landlord of any such occurrence andfacility, if in which such landlord acknowledges the Administrative Agent or Agent's first priority security interest in the Required Lenders so request, promptly (i) execute and deliver Inventory pledged by each Loan Party to the Collateral Administrative Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
Appears in 1 contract
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including fixtures thereon)or fixtures, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000500,000, in which the Company or any Loan Party of its Subsidiaries acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, Purchasers a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, Required Purchasers and in accordance with any applicable requirements of any Governmental Authority (including including, without limitation, any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 7.9 hereof shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent BorrowerCompany, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 hereof on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by Section 8.2(d) or (e) hereof, in whole or in part part, through the incurrence of Indebtedness permitted by Section 8.2(g8.2(d) hereof or (he), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.28.2(d) or (e) hereof) or, as the case may be, the Parent Borrower Company determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the LendersPurchasers, of a Lien of record on any such real property in accordance with this Section 7.9Section, the Parent Borrower Company or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Agent Co-Agents any surveys, title insurance policies, environmental reports and other documents in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as the Collateral Agent or the Canadian Collateral Agent, as applicable, Required Purchasers shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports and other documents and whether the delivery of such surveys, title insurance policies, environmental reports and other documents would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Co-Agents, or either of them, to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(ic) any Domestic Subsidiary created At its own expense, request, and use reasonable efforts to obtain, prior to entering into a lease of a facility located in the United States in which Inventory will be located on or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to after the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Subsidiary being designated such facility for which there is not a lease of more than one year and which the Company and its Subsidiaries intends to use as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in the definition thereof and (iv) any entity becoming a Domestic Subsidiary as a result of a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (ivseasonal storage facility), other than an Excluded Subsidiary), promptly notify the Administrative Agent of a consent in such occurrence and, if the Administrative Agent or form as may be reasonably satisfactory to the Required Lenders so requestPurchasers, promptly (i) execute and deliver to from each landlord of any such facility, in which such landlord acknowledges the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or Purchasers' second priority security interest in accordance with the terms Inventory pledged by the Company and each of the Intercreditor Agreement) (as and other grantors to the extent provided in Purchasers under the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement), including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral AgentSecurity Documents.
Appears in 1 contract
After-Acquired Real Property and Fixtures. (a) With respect to any owned real property (including or fixtures thereon)thereon located in the United States of America, in each case with a purchase price or a fair market value at the time of acquisition of at least $2,000,000[ ], in which any Loan Party acquires ownership rights at any time after the Closing Date (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), promptly grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the applicable Lenders, a Lien of record on all such owned real property and fixtures pursuant to a Mortgage or otherwise fixtures, upon terms reasonably satisfactory in form and substance to the Collateral Agent or the Canadian Collateral Agent, as applicable, and in accordance with any applicable requirements of any Governmental Authority (including any required appraisals of such property under FIRREA); provided that (i) nothing in this Section 7.9 6.9 shall defer or impair the attachment or perfection of any security interest in any Collateral covered by any of the Security Documents which would attach or be perfected pursuant to the terms thereof without action by the Parent Borrower, any of its Restricted Subsidiaries or any other Person, Person and (ii) no such Lien shall be required to be granted as contemplated by this Section 7.9 6.9 on any owned real property or fixtures the acquisition of which is financed, or is to be financedfinanced within any time period permitted by Section 7.2(f) or Section 7.2(g), in whole or in part through the incurrence of Indebtedness permitted by Section 8.2(g7.2(f) or (hSection 7.2(g), until such Indebtedness is repaid in full (and not refinanced as permitted by Section 8.27.2(f) or Section 7.2(g)) or, as the case may be, the Parent Borrower determines not to proceed with such financing or refinancing and (iii) any such mortgage by a Canadian Subsidiary shall not secure any U.S. Borrower’s obligationsrefinancing. In connection with any such grant to the Collateral Agent or the Canadian Collateral Agent, as applicable, for the benefit of the Lenders, of a Lien of record on any such real property in accordance with this Section 7.96.9, the Parent Borrower or such other Loan Party Subsidiary shall deliver or cause to be delivered to the Collateral Agent any surveys, title insurance policies, environmental reports policies and other documents flood hazard certificates in connection with such grant of such Lien obtained by it in connection with the acquisition of such ownership rights in such real property or as any survey, title insurance policy or flood hazard certificate that the Collateral Agent or the Canadian Collateral Agent, as applicable, shall reasonably request (in light of the value of such real property and the cost and availability of such surveys, title insurance policies, environmental reports policies and other documents flood hazard certificates and whether the delivery of such surveys, title insurance policies, environmental reports policies and other documents flood hazard certificates would be customary in connection with such grant of such Lien in similar circumstances).
(b) With respect to (i) any Wholly Owned Domestic Subsidiary created or acquired (including by reason of any Foreign Subsidiary Holdco ceasing to constitute same) subsequent to the Closing Date by the Parent Borrower or any of its Domestic Subsidiaries (other than an Excluded Subsidiary) (ii) any Unrestricted Wholly Owned Domestic Subsidiary being designated as a Restricted Subsidiary, (iii) any Immaterial Subsidiary ceasing to be such as provided in formed solely for the definition thereof and (iv) any entity purpose of becoming a Parent Entity, or merging with the Borrower in connection with another Wholly Owned Domestic Subsidiary as becoming a result of Parent Entity, or otherwise creating or forming a transaction pursuant to, and permitted by, Section 8.3 (in each case in clauses (i) through (iv), other than an Excluded SubsidiaryParent Entity), promptly notify the Administrative Agent of such occurrence and, if the Administrative Agent or the Required Lenders so request, promptly (i) execute and deliver to the Collateral Agent for the benefit of the Lenders such amendments to the U.S. Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest (or second priority security interest in accordance with the terms of the Intercreditor Agreement) (as and to the extent provided in the U.S. Guarantee and Collateral Agreement) in the Capital Stock of such new Domestic Subsidiary, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent corporation of such new Domestic Subsidiary and (iii) cause such new Domestic Subsidiary (A) to become a party to the U.S. Guarantee and Collateral Agreement and (B) to take all actions reasonably deemed by the Collateral Agent to be necessary or advisable to cause the Lien created by the U.S. Guarantee and Collateral Agreement in such new Domestic Subsidiary’s Collateral to be duly perfected in accordance with all applicable Requirements of Law (as and to the extent provided in the U.S. Guarantee and Collateral Agreement)Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent.
(c) With respect to any Foreign Subsidiary created or acquired subsequent to the Closing Date by the Borrower or any of its Domestic Subsidiaries, the Capital Stock of which is owned directly by the Borrower or any of its Domestic Subsidiaries, promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request (it being understood that if the Administrative Agent does not so request with respect to any such Foreign Subsidiary that it believes is or is likely to become material to the Borrower and its Subsidiaries taken as a whole, it will provide notice to the Lenders thereof), promptly (i) execute and deliver to the Collateral Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Collateral Agent shall reasonably deem necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected security interest (as and to the extent provided in the Guarantee and Collateral Agreement) in the Capital Stock of such new Foreign Subsidiary that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such new Foreign Subsidiary that is so owned be required to be so pledged and, provided, further, that no such pledge or security shall be required with respect to any non-wholly owned Foreign Subsidiary to the extent that the grant of such pledge or security interest would violate the terms of any agreements under which the Investment by the Borrower or any of its Subsidiaries was made therein) and (ii) to the extent reasonably deemed advisable by the Collateral Agent, deliver to the Collateral Agent the certificates, if any, representing such Capital Stock, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the parent of such new Foreign Subsidiary and take such other action as may be reasonably deemed by the Collateral Agent to be necessary or desirable to perfect the Collateral Agent’s security interest therein.
(d) At its own expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument reasonably deemed by the Collateral Agent to be necessary or desirable for the creation, perfection and priority and the continuation of the validity, perfection and priority of the foregoing Liens or any other Liens created pursuant to the Security Documents.
(e) Notwithstanding anything to contrary in this Agreement, nothing in this Section 6.9 shall require that any Loan Party xxxxx x Xxxx with respect to any owned real property or fixtures in which such Subsidiary acquires ownership rights to the extent that the Administrative Agent, in its reasonable judgment, determines that the granting of such a Lien is impracticable.
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