Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall, and shall cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted Subsidiaries.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that Parent, Holdings and all U.S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is Guarantors are subject to a first priority Lien securing the Lien of the Security Documents as is owned on the date of this Agreement orSecured Obligations, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the no other Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred except Permitted Liens and subject to above being herein called, a “Pledged Subsidiary”)Permitted Perfection Limitations. Without limiting the generality of the foregoing foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and except deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as permitted by Section 9.05, none shall be necessary to cause all of the Capital Stock of any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to as the Administrative Agent pursuant shall have requested, and to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Security Loan Documents. Except as expressly permitted by .
(b) If at any time (i) the aggregate amount of the Adjusted EBITDA of the Foreign Subsidiaries of the Borrower shall exceed ten percent (10%) of the Adjusted EBITDA of Parent and its Subsidiaries, on a Consolidated basis, or (ii) the aggregate amount of the assets of the Foreign Subsidiaries of the Borrower shall exceed ten percent (10%) of the aggregate amount of the assets of Parent and its Subsidiaries, on a Consolidated basis, then notwithstanding any provision of this AgreementAgreement or any Loan Document to the contrary, the Borrower shall not and shall not permit any of its Restricted either:
(i) cause the Foreign Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower to guaranty the Secured Obligations and its Restricted Subsidiaries, pledge their material personal property assets to secure such guaranty and shall pledge (or cause the declaration or payment relevant Subsidiaries to pledge) 100% of dividends to the equity of such Foreign Subsidiaries of the Borrower; or
(ii) exclude the results of operations and financial condition of the Foreign Subsidiaries of the Borrower or any from the Financial Covenants in Article 7 (Financial Covenants) and provide separate financial statements pursuant to Subsection 6.1.1 (Delivery of its Restricted Subsidiaries.Quarterly Financial Statements ) and Subsection
Appears in 1 contract
Samples: Credit Agreement (Greatbatch, Inc.)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Parent will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Parent and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage owns all of the issued and outstanding shares of each class of stock Capital Stock of each of such Restricted Person’s Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or(other than, in the case each case, Capital Stock of New Wholly Owned Excluded Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons)and Upper Providence Venture I, the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”L.P.). Without limiting the generality of the foregoing foregoing, the Parent shall not, and except as permitted by Section 9.05shall not permit any of its Subsidiaries to, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary (other than an Excluded Subsidiary) owned by itthem, nor permit any Pledged Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of stock Capital Stock of any class whatsoever to any Person (other than to the Borrower Parent or to another ObligorWholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of stock are Capital Stock shall be issued by any Pledged SubsidiarySubsidiary of the Parent, or any Subsidiary shall be acquired, the respective Obligor Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral as defined in the Security Documents and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents.
(b) The Majority Lenders shall have the right from time to time to require the Parent, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Parent as may be specified in such request (except for any SPE and Iron Mountain Assurance Corporation) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of Parent’s and the Company’s obligations hereunder. Except as expressly permitted Any such request shall be made by this Agreementthe Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Borrower Parent shall, and shall cause the appropriate Subsidiaries of the Parent to, (i) execute and deliver to the Administrative Agent such number of copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security.
(c) Notwithstanding anything to the contrary in this Section 9.21:
(I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Parent and the Company hereunder;
(II) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the aggregate Voting Stock of such Excluded Subsidiary directly held by the Parent or its Domestic Subsidiaries to the Administrative Agent under the Security Documents;
(III) the Parent and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary; and
(IV) the Parent and its Subsidiaries shall not be required to pledge the stock of (1) Iron Mountain India Private Limited or (2) Iron Mountain Services Private Limited.
(d) The Parent will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into into, after the date hereof, any indenture, agreement, instrument or other arrangement (other than this Agreement any agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) and the other Loan Senior Subordinated Debt Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) Each Borrower shall, and shall cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of capital stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is any class or character owned by it in any Subsidiary on the date hereof is not at any time decreased, other than by reason of transfers to the Borrowers.
(b) While the Borrowers and the Subsidiaries are not permitted to form or acquire any Subsidiary without the prior written consent of the Lender pursuant to subsection 8.4(a), in the event that the Lender consents to any formation or acquisition of any Subsidiary and such Subsidiary is formed or acquired, this Agreement subsection 5.21(b) shall be applicable and the Borrower forming or acquiring such Subsidiary will (or if such Subsidiary is formed or acquired by a Credit Party which is not a Borrower, the Borrowers will cause such Credit Party to) take or cause to be taken the following actions: as soon as possible but in any case not later than 10 days after the date on which such Subsidiary is created (or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created a Subsidiary formed or acquired after in connection with a Permitted Acquisition, concurrently with the date of this Agreement (other than any Wholly Owned Subsidiaries consummation of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of Permitted Acquisition) (x) cause such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to A) execute and deliver to the Administrative Agent pursuant Lender, a counterpart to this Agreement and thereby become a party thereto as an additional “Credit Party” and “Subsidiary Guarantor” thereunder and grant to the Security Documents the certificates evidencing Lender a First Priority Lien on all “Collateral” of such shares of stockSubsidiary Guarantor thereunder, accompanied by undated stock powers executed in blank and shall (B) take such other action as shall be necessary to create and perfect valid and enforceable First Priority Liens in favor of the Administrative Agent shall request to perfect Lender on all or substantially all of the security interest created therein pursuant to assets of such Subsidiary consistent with the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any provisions of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the applicable other Loan DocumentsDocuments and (C) thatdeliver proof of corporate action, directly or indirectly, prohibits or restrains, or has the effect incumbency of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness officers and other documents and opinions as is consistent with those delivered by each Borrower pursuant to Section 6.1 as of the Borrower Effective Time and its Restricted Subsidiaries, or the declaration or payment of dividends (y) execute and deliver to the Borrower Lender such pledge agreements or any such addenda or amendments to this Agreement and take such other actions (including delivering the certificates representing such shares of its Restricted Subsidiariesstock or other equity interests to the Lender) as shall be necessary to create and perfect valid and enforceable First Priority Liens in favor of the Lender on all of the issued and outstanding stock or other equity interests of such Subsidiary, all of the foregoing to be in form and substance reasonably satisfactory to the Lender.
Appears in 1 contract
Samples: Credit and Security Agreement (Ufp Technologies Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and (i) each of its Restricted Subsidiaries at all times own is a Wholly Owned Subsidiary (subject only except for any stock or other equity interests of such Subsidiary which is owned by a third party as of the Effective Date, as listed in Schedule IV hereto) and (ii) each of its Subsidiaries is and becomes a party to the Lien of Subsidiary Guarantee and the JCI/JNI Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement orAgreement, PROVIDED that, in the case event of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created any Subsidiary organized as a partnership or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons)limited liability company, the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (Borrower shall cause each of the Subsidiaries referred partners or members thereof, as the case may be, to above being herein calledenter into a pledge agreement in form and substance satisfactory to the Agent pursuant to which the Agent, a “Pledged Subsidiary”). Without limiting the generality on behalf of the foregoing and except as permitted by Section 9.05Banks, none shall be granted a first prior perfected security interest in all of the Borrower and its Restricted Subsidiaries shall sell, transfer equity interests of such partnership or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary limited liability company to issue any shares of stock of any class whatsoever to any Person (other than secure the obligations owing to the Borrower Banks hereunder and under the other Credit Documents, subject to no other Lien (and the organizational document for such partnership or another Obligorlimited liability company shall expressly authorize each such partner or member to so pledge its equity interests therein and shall contain no other restriction against the Agent enforcing such security interest and transferring such equity interests to a third party). In the event that any such additional shares of stock are or other equity interests shall be issued by any Pledged SubsidiarySubsidiary of the Borrower, the respective Obligor Borrower agrees forthwith to, and to cause its Subsidiaries to, deliver to the Administrative Agent pursuant to the Security Documents the certificates (if any) evidencing such shares of stockstock or other equity interests, accompanied by undated stock powers executed in blank and shall to take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the .
(b) The Borrower shall not and shall will not permit any of its Restricted Subsidiaries to enter into into, after the date of this Agreement, any CREDIT AGREEMENT indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Parent will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Parent and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage owns all of the issued and outstanding shares of each class of stock Capital Stock of each of such Restricted Person’s Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or(other than, in the case each case, Capital Stock of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”Excluded Subsidiaries). Without limiting the generality of the foregoing foregoing, the Parent shall not, and except as permitted by Section 9.05shall not permit any of its Subsidiaries to, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by itthem, nor permit any Pledged Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of stock Capital Stock of any class whatsoever to any Person (other than to the Borrower Parent or to another ObligorWholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of stock are Capital Stock shall be issued by any Pledged SubsidiarySubsidiary of the Parent, or any Subsidiary shall be acquired, the respective Obligor Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security Documents.
(b) The Majority Lenders shall have the right from time to time to require the Parent, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Parent as may be specified in such request (except for (i) any SPE, (ii) Upper Providence Venture I, L.P. (subject to compliance with the provisions of Section 9.14(v)), or (iii) (but only on each applicable Foreign Subsidiary Holdco Release Date) the applicable Foreign Subsidiary Holdco) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties in form and substance satisfactory to the Majority Lenders, guaranteeing payment of Parent’s and the Company’s obligations hereunder. Except as expressly permitted Any such request shall be made by this Agreementthe Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Borrower Parent shall, and shall cause the appropriate Subsidiaries of the Parent to, (i) execute and deliver to the Administrative Agent such number of copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security.
(c) Notwithstanding anything to the contrary in this Section 9.21, except as otherwise provided in Section 9.21(e):
(I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Borrowers hereunder;
(II) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any Excluded Subsidiary directly held by Parent or Domestic Subsidiaries;
(III) the Parent and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary;
(IV) the Parent and its Subsidiaries shall not be required to pledge the stock of Iron Mountain India Private Limited or Iron Mountain Services Private Limited (in each case provided such entity is not material to the business, assets, property or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole); and
(V) on each Foreign Subsidiary Holdco Release Date for each Foreign Subsidiary Holdco (x) such Foreign Subsidiary Holdco shall not be required to be or become a party to the Subsidiary Guarantee or otherwise Guarantee the obligations of the Borrowers hereunder and shall be released therefrom and (y) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any such Foreign Subsidiary Holdco and any pledge of any Voting Shares of such Foreign Subsidiary Holdco in excess of such number shall be released.
(d) The Parent will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than this Agreement any agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) and the other Loan Senior Subordinated Debt Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness of the Borrower and its Restricted SubsidiariesIndebtedness, or the declaration or payment of dividends dividends, the making of loans, advances or Investments or the granting of Liens, the sale, assignment, transfer or other disposition of Property (except for customary provisions restricting the granting of Liens on Property or the sale, assignment or other disposition of Property, to the extent (w) such provisions are contained in an agreement evidencing the payment of Indebtedness that is permitted under Section 9.08(v), (x) such Indebtedness is secured by a Lien permitted to exist under Section 9.13 and (y) such agreement prohibits the creation of any other Lien on only the Property securing such Indebtedness as of the day such agreement was entered into).
(e) Notwithstanding the other provisions of this Agreement, the Canadian Borrowers shall be required to pledge the Capital Stock owned by them of their respective Subsidiaries and other property of the type constituting Collateral under the Canadian Borrower or any of its Restricted SubsidiariesPledge Agreement, in each case to the extent required by the Canadian Borrower Pledge Agreement.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the The Borrower shallwill, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own owns (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Instruments) at least the same percentage all of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)its Subsidiaries. Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower shall not, and shall not permit any of its Restricted Subsidiaries shall to, sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor or permit any Pledged Subsidiary of its Subsidiaries to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor)Borrower. In the event that any such additional shares of stock are shall be issued by any Pledged SubsidiarySubsidiary of the Borrower, the respective Obligor Borrower agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents Instruments the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security DocumentsInstruments. Except as expressly permitted Promptly (but in any event within thirty (30) days) following the creation of any Subsidiary (other than a shell acquisition subsidiary with little or no assets) of the Borrower following the Closing Date, or the acquisition of any Person by this Agreementa Borrower or any Subsidiary thereof pursuant to which such Person becomes a direct or indirect Subsidiary of the Borrower, the Borrower (i) shall not notify the Agent in writing of the creation or acquisition of such Subsidiary (and the Agent shall not permit any promptly thereafter notify the Lenders) and (ii) shall cause such Subsidiary to become a guarantor of its Restricted Subsidiaries the performance of the Obligations and to enter into any indenture, agreement, instrument or other arrangement (other than this execute and deliver a Subsidiary Guaranty and a Subsidiary Security Agreement and the such other Loan Documents) thatdocuments, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower in form and its Restricted Subsidiaries, or the declaration or payment of dividends substance satisfactory to the Borrower or any Agent, as the Agent shall reasonably require in order to confirm the authorization and enforceability of its Restricted Subsidiariessuch guaranty.
Appears in 1 contract
Samples: Revolving Credit Agreement (American Dental Partners Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) Each Borrower shall, and shall cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of capital stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is any class or character owned by it in any Subsidiary on the date hereof is not at any time decreased, other than by reason of transfers to the Borrowers.
(b) While the Borrowers and the Subsidiaries are not permitted to form or acquire any Subsidiary without the prior written consent of the Lender pursuant to subsection 8.4(a), in the event that the Lender consents to any formation or acquisition of any Subsidiary and such Subsidiary is formed or acquired, this Agreement subsection 5.21(b) shall be applicable and the Borrower forming or acquiring such Subsidiary will (or if such Subsidiary is formed or acquired by a Credit Party which is not a Borrower, the Borrowers will cause such Credit Party to) take or cause to be taken the following actions: as soon as possible but in any case not later than 10 days after the date on which such Subsidiary is created (or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created a Subsidiary formed or acquired after in connection with a Permitted Acquisition, concurrently with the date of this Agreement (other than any Wholly Owned Subsidiaries consummation of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of Permitted Acquisition) (x) cause such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to A) execute and deliver to the Administrative Agent pursuant Lender, a counterpart to the Security Documents Credit Agreement and thereby become a party thereto as an additional “Credit Party” and “Subsidiary Guarantor” thereunder and grant to the certificates evidencing Lender a First Priority Lien on all “Collateral” of such shares of stockSubsidiary Guarantor thereunder, accompanied by undated stock powers executed in blank and shall (B) take such other action as shall be necessary to create and perfect valid and enforceable First Priority Liens in favor of the Administrative Agent shall request to perfect Lender on all or substantially all of the security interest created therein pursuant to assets of such Subsidiary consistent with the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any provisions of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the applicable other Loan DocumentsDocuments and (C) thatdeliver proof of corporate action, directly or indirectly, prohibits or restrains, or has the effect incumbency of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness officers and other documents and opinions as is consistent with those delivered by each Borrower pursuant to Section 6.1 as of the Borrower Effective Time and its Restricted Subsidiaries, or the declaration or payment of dividends (y) execute and deliver to the Borrower Lender such pledge agreements or any such addenda or amendments to this Agreement and take such other actions (including delivering the certificates representing such shares of its Restricted Subsidiaries.stock or other equity interests to the Lender) as shall be necessary to create and perfect valid and
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries (other than Immaterial Subsidiaries), to take such action, from time to time as shall be necessary to ensure that such Subsidiaries of the Borrower are "Subsidiary Guarantors" under the Subsidiary Guarantee and the Security Documents. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than an Immaterial Subsidiary), after the Amendment Effective Date, the Borrower and its Subsidiaries will cause such new Subsidiary to:
(i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee and under the Security Agreement pursuant to an instrument satisfactory to the Administrative Agent;
(ii) cause such Subsidiary to take such action (including delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the Property of such new Subsidiary (other than real Property interests) as collateral security for the obligations of such new Subsidiary thereunder; and
(iii) deliver such proof of corporate action, incumbency of officers and other documents (other than opinions of counsel) as is consistent with those delivered by each Obligor pursuant to Section 6.01 hereof on the Amendment Effective Date or as the Administrative Agent shall have reasonably requested; PROVIDED that if such Subsidiary is a Foreign Subsidiary, such Subsidiary shall not be required, to the extent any adverse tax consequence may result, to become a Subsidiary Guarantor under the Subsidiary Guarantee or a Securing Party under the Security Agreement and, if such Subsidiary is a direct Domestic Subsidiary of the Borrower or of a Domestic Subsidiary of the Borrower, the Borrower shall forthwith pledge, or cause such Subsidiary to pledge, to the Administrative Agent (for the benefit of the Lenders) under the relevant Security Document (or, at the request of the Administrative Agent, under a pledge or other similar agreement governed by the law of such Foreign Subsidiary's jurisdiction of organization) (x) 65% of the voting Capital Stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors of such Subsidiary and (y) 100% of all other stock of such Foreign Subsidiary. Notwithstanding the foregoing, the Administrative Agent may in its discretion waive the requirements of this paragraph (a) with respect to the Capital Stock or Property of any such Subsidiary to the extent that it determines that the costs of obtaining a Lien on such Capital Stock or Property are excessive in relation to the value of the security to be afforded thereby.
(b) At the request of the Administrative Agent or (subject to the proviso at the end of this sentence) the Required Lenders in its or their sole discretion, any Obligor that owns or acquires any real property interest, including improvements having a fair market value (subject to the last sentence of this paragraph (b)) of $5,000,000 or more (including improvements upon any real property interest resulting in the fair market value of such interest together with such improvements being equal to $5,000,000 or more), then (subject, in the case of any real property that is subject to a Lien permitted under Section 8.06 hereof, to the delivery CREDIT AGREEMENT by the holder of such Lien of any necessary consent) it will or, as applicable, will cause the respective Subsidiary holding such real property interest, to execute and deliver in favor of the Administrative Agent a mortgage, deed of trust or similar instrument (as appropriate for the jurisdiction in which such respective real property is situated), all as reasonably requested by the Administrative Agent, pursuant to which such Obligor will create a Lien upon such real property interest (and improvements) in favor of the Administrative Agent for the benefit of the Lenders (and affiliates of Lenders) as collateral security for the obligations of the Obligors hereunder and under the other Credit Documents (and any obligations in respect of any Swap Agreement relating to interest rates owing by the Borrower or any Subsidiary to any Lender or any affiliate thereof), and will deliver (or, in the case of lienholder consents, will use its commercially reasonable efforts to cause the relevant lienholder(s) to deliver) such opinions of counsel, lienholder consents and title insurance policies as the Administrative Agent shall reasonably request in connection therewith, PROVIDED that the Administrative Agent in its discretion may waive the requirements of this paragraph (b) with respect to any real property to the extent that it determines that the costs of obtaining a Lien on such real property are excessive in relation to the value of the security to be afforded thereby. Notwithstanding the foregoing, if at any time the Borrower shall be required under this paragraph (b) to provide, or cause its Subsidiaries to provide, mortgage Liens on its owned real Property, the aggregate fair market value of owned real Property of the Borrower and its Subsidiaries (as reasonably determined by the Borrower) that shall be excluded from such requirements shall not exceed the greater of (i) $25,000,000 or (ii) 15% of the fair market value (as so determined) of all owned real Property of the Borrower and its Subsidiaries at such time.
(c) The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall reasonably be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted requested by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to effectuate the Security Documents the certificates evidencing such shares purposes and objectives of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted SubsidiariesSection 8.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) Borrower shallwill, and shall will cause each of its Restricted Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Material Subsidiaries, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement orenter into, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (arrangement, other than this Agreement and the other Loan any Collateral Documents) , that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets.
(b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower or any of its Restricted SubsidiariesPledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents Borrower’s Subsidiaries are and Liens permitted by remain owned as described in Section 9.065.12 hereof.
(b) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, If a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged a Foreign Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness becomes a Subsidiary of the Borrower after the Closing Date, such Person shall become a party to the Subsidiary Guaranty. The following rules determine when such a Person must become a party to the Subsidiary Guaranty:
(1) if a Default or Event of Default exists at the time the Person becomes a Subsidiary of the Borrower, the Person must become a party to the Subsidiary Guaranty within five Business Days after becoming a Subsidiary of the Borrower;
(2) if a Default or Event of Default occurs after the Person becomes a Subsidiary of the Borrower but before the Person becomes a party to the Subsidiary Guaranty, the Person must become a party to the Subsidiary Guaranty within five Business Days after the occurrence of such Default or Event of Default;
(3) in all other cases, the Person (and its Restricted all other Subsidiaries of the Borrower, excluding Foreign Subsidiaries, or the declaration or payment of dividends who are not parties to the Subsidiary Guaranty) must become a party to the Subsidiary Guaranty upon the earlier to occur of:
(A) when the aggregate amount of consideration paid (including, without limitation, Indebtedness assumed or guaranteed and the value of any stock or other securities issued) by the Borrower and/or its Subsidiaries for the Person – and for any other Persons (excluding Foreign Subsidiaries) who have become Subsidiaries of the Borrower since the Closing Date and who have not become parties to the Subsidiary Guaranty – exceeds the Threshold Amount; or
(B) when the book value of the assets of such Person, and those of any other Persons (excluding Foreign Subsidiaries) who have become Subsidiaries of the Borrower since the Closing Date and who have not become parties to the Subsidiary Guaranty, exceeds the Threshold Amount. The parties agree that the Borrower, or any a Subsidiary of its Restricted Subsidiariesthe Borrower, may, after the Closing Date, create a Subsidiary and transfer assets to such Subsidiary (to the extent such asset transfer is permitted under Section 6.10(e) hereof), and that such Subsidiary need not become a party to the Subsidiary Guaranty until such time as provided in this Section 6.9(b).
Appears in 1 contract
Samples: Credit Agreement (Cerner Corp /Mo/)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own owns (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Documents) at least the same percentage all of the issued and outstanding shares of each class of stock Capital Stock of each of such Restricted Person's Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or(other than, in the case each case, Capital Stock of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”Excluded Subsidiaries). Without limiting the generality of the foregoing foregoing, the Company shall not, and except as permitted by Section 9.05shall not permit any of its Subsidiaries to, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary (other than an Excluded Subsidiary) owned by itthem, nor permit any Pledged Subsidiary of the Company (other than an Excluded Credit Agreement Subsidiary) to issue any shares of stock Capital Stock of any class whatsoever to any Person (other than to the Borrower Company or to another ObligorWholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of stock are Capital Stock shall be issued by any Pledged SubsidiarySubsidiary of the Company, the respective Obligor Company agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents.
(b) The Majority Lenders shall have the right from time to time to require the Company, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Company as may be specified in such request to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of the Company's obligations hereunder. Except as expressly permitted Any such request shall be made by this Agreementthe Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Borrower shall not Company shall, and shall not permit any of its Restricted cause the appropriate Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower Company to, (i) execute and its Restricted Subsidiaries, or the declaration or payment of dividends deliver to the Borrower Administrative Agent such number of copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or any which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of its Restricted Subsidiariessuch security.
(c) Notwithstanding anything to the contrary in this Section 9.22, if:
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Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that Parent, and all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is Guarantors are subject to a first priority Lien securing the Lien of the Security Documents as is owned on the date of this Agreement orSecured Obligations, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the no other Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred except Permitted Liens and subject to above being herein called, a “Pledged Subsidiary”)Permitted Perfection Limitations. Without limiting the generality of the foregoing foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and except deliver, such documents as permitted shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by Section 9.05GB Ventures or QIG, none any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to as the Administrative Agent pursuant shall have requested, and to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Security Loan Documents. Except as expressly permitted by .
(b) If at any time
(1) the aggregate amount of the Adjusted EBITDA of the (X) (direct and indirect) Foreign Subsidiaries of the Parent and (Y) the Non-Guarantor Ventures shall collectively exceed fifteen percent (15%) of the Adjusted EBITDA of Parent and its Subsidiaries, on a Consolidated basis (the amount of such excess being the “Excess EBITDA Amount”), or
(2) the aggregate amount of the assets of the (X) (direct and indirect) Foreign Subsidiaries of the Parent and (Y) the Non-Guarantor Ventures shall collectively exceed fifteen percent (15%) of the aggregate amount of the assets of Parent and its Subsidiaries, on a Consolidated basis (the amount of such excess being the “Excess Asset Amount”, then notwithstanding any provision of this AgreementAgreement or any Loan Document to the contrary, the Borrower shall not either:
(i) cause one or more Foreign Subsidiaries and/or Non-Guarantor Ventures to guaranty the Secured Obligations and pledge their material personal property assets to secure such guaranty and shall not permit any of its Restricted pledge (or cause the relevant Subsidiaries to enter into any indenturepledge) 100% of the equity of such Foreign Subsidiaries or Non-Guarantor Ventures, as applicable, to the extent necessary to cause (i) the aggregate amount of the Adjusted EBITDA of the Loan Parties to exceed eighty-five percent (85%) of the Adjusted EBITDA of Parent and its Subsidiaries, on a Consolidated basis, and (ii) the aggregate amount of the assets of the Loan Parties to exceed eighty-five percent (85%) of the aggregate amount of the assets of Parent and its Subsidiaries, on a Consolidated basis; or
(ii) exclude the Excess EBITDA Amount and the Excess Asset Amount from the results of operations and financial condition of the Foreign Subsidiaries and Non-Guarantor Ventures from the Financial Covenants in Article 7 (Financial Covenants) and provide separate financial statements pursuant to Subsection 6.1.1 (Delivery of Quarterly Financial Statements ) and Subsection 6.1.2 (Delivery of Annual Financial Statements; Accountants’ Certification) and a reconciliation of the financial statements showing the effects of excluding the Excess EBITDA Amount and the Excess Asset Amount. Notwithstanding anything to the contrary in this agreement, instrument or other arrangement unless and until such time as Borrower shall cause the Foreign Subsidiaries and/or Ventures to guaranty the Secured Obligations and pledge their material assets in accordance with clause (other than this Agreement and the other Loan Documentsi) thatabove, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of (x) the Borrower and its Restricted Subsidiariesthe Subsidiary Guarantors shall not transfer, either by way of Investment or otherwise, assets to any Venture or Foreign Subsidiary in excess of the amounts permitted in Subsections 8.3(e), 8.3(j) and 8.3(i) (with respect to Subsection 8.3(i), solely to the extent the Investment relates to a Non-Guarantor Venture that is contributed to, or rolled over into, a new or additional joint venture) (Investments, Loans, Acquisitions, Etc.), and (y) all transactions between the declaration Loan Parties on the one hand, and a Foreign Subsidiary or payment Venture on the other hand, shall be in the ordinary course of dividends business and, except as provided in Subsections 8.3(e), 8.3(j) and 8.3(i) (with respect to Subsection 8.3(i), solely to the Borrower extent the Investment relates to a Non-Guarantor Venture that is contributed to, or any of its Restricted Subsidiariesrolled over into, a new or additional joint venture) (Investments, Loans, Acquisitions, Etc.), on an arm’s length basis.
Appears in 1 contract
Samples: Credit Agreement (Greatbatch, Inc.)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that Parent, and all U. S. Subsidiaries of the Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is Guarantors are subject to a first priority Lien securing the Lien of the Security Documents as is owned on the date of this Agreement orSecured Obligations, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the no other Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred except Permitted Liens and subject to above being herein called, a “Pledged Subsidiary”)Permitted Perfection Limitations. Without limiting the generality of the foregoing foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and except deliver, such documents as permitted shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by Section 9.05GB Ventures or QIG, none any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to as the Administrative Agent pursuant shall have requested, and to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created therein pursuant to the Security Loan Documents. Except as expressly permitted by .
(b) If at any time
(1) the aggregate amount of the Adjusted EBITDA of the (X) (direct and indirect) Foreign Subsidiaries of the Parent and (Y) the Non-Guarantor Ventures shall exceed fifteen percent (15%) of the Adjusted EBITDA of Parent and its Subsidiaries, on a Consolidated basis, or
(2) the aggregate amount of the assets of the (X) (direct and indirect) Foreign Subsidiaries of the Parent and (Y) the Non-Guarantor Ventures shall exceed fifteen percent (15%) of the aggregate amount of the assets of Parent and its Subsidiaries, on a Consolidated basis, then notwithstanding any provision of this AgreementAgreement or any Loan Document to the contrary, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted Subsidiaries.either:
Appears in 1 contract
Samples: Credit Agreement (Greatbatch, Inc.)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) Borrower shallwill, and shall will cause each of its Restricted Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Material Subsidiaries, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement orenter into, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (arrangement, other than this Agreement and the other Loan any Collateral Documents) , that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets.
(b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower or any of its Restricted SubsidiariesPledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that the Borrower and each of its all new Restricted Subsidiaries at all times own (subject only to the Lien are guarantors of the Security Documents Secured Obligations and Liens permitted by Section 9.06) at least the same percentage that all of the issued and outstanding shares of each class of stock of each Collateral of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement a valid and enforceable first (or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after First Lien Note Priority Collateral, second) priority Lien securing the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons)Secured Obligations, the stock of which are required to be subject to no other Lien except in the Lien case of ABL Priority Collateral, Permitted Additional ABL Liens, and in the Security Documentscase of other Collateral, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)Permitted Liens. Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted SubsidiariesSubsidiaries shall form or acquire any new Restricted Subsidiary (which it shall only do in conformity with the provisions of this Agreement and only if no Default or Event of Default shall then be in existence or caused thereby), the Borrower, contemporaneously with the formation or acquisition of such new Restricted Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Restricted Subsidiary to be duly pledged to the Collateral Agent under the First Lien Indenture and to execute a negative pledge in favor of the Agent with respect to such Capital Stock; (ii) will cause such new Restricted Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), and joinders to the Security Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Restricted Subsidiary to be a guarantor of the Secured Obligations and its Collateral to be pledged to secure such guaranty; (iii) will cause such new Restricted Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the Closing Date or as the Majority Lenders shall have reasonably requested, and to take such other action as (x) the Majority Lenders shall request to perfect the Agent’s security interest in the Collateral of such new Restricted Subsidiary created pursuant to the Loan Documents, and (y) the Collateral Agent shall request to perfect the Collateral Agent’s security interest in the Capital Stock pursuant to the First Lien Indenture; and (iv) if such new Restricted Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Restricted Subsidiary to comply with the provisions of Section 8.25 (Real Property).
Appears in 1 contract
Samples: Credit Agreement (New Enterprise Stone & Lime Co., Inc.)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries (excluding real estate) except for Tedea-Huntleigh, Inc. are guarantors of the Secured Obligations and that all of the equity and material assets (excluding real estate) of the Borrower, all Domestic Subsidiaries and any equity interests of all direct Subsidiaries of the Borrower and each Subsidiary Guarantors (except with respect to equity of its Restricted Foreign Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each 65% of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are equity shall be required to be pledged) are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)except Permitted Liens. Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of in the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to event that the Borrower or another Obligorany of its Subsidiaries shall form or acquire any Domestic Subsidiary (which it shall only do in conformity with the provisions of this Agreement). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith Borrower, contemporaneously with the formation or acquisition of such new Domestic Subsidiary: (i) execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Subsidiary to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause such new Subsidiary to execute and deliver to the Administrative Agent pursuant a Subsidiary Suretyship (or a joinder thereto), joinders to the Security Documents Agreement and Pledge Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Subsidiary to be a guarantor of the certificates evidencing Secured Obligations and its material assets to be pledged to secure such shares guaranty (excluding real estate); and (iii) will cause such new Subsidiary to deliver such proof of stockcorporate action, accompanied incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by undated stock powers executed in blank the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Agent shall have requested, and shall to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets of such new Subsidiary (excluding real estate) created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted Subsidiaries.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that the Borrower and each of its all new Restricted Subsidiaries at all times own (subject only to the Lien are guarantors of the Security Documents Secured Obligations and Liens permitted by Section 9.06) at least the same percentage that all of the issued and outstanding shares of each class of stock of each Collateral of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement a valid and enforceable first (or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after First Lien Note Priority Collateral, second) priority Lien securing the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons)Secured Obligations, the stock of which are required to be subject to no other Lien except in the Lien case of ABL Priority Collateral, Permitted Additional ABL Liens, and in the Security Documentscase of other Collateral, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)Permitted Liens. Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted SubsidiariesSubsidiaries shall form or acquire any new Restricted Subsidiary (which it shall only do in conformity with the provisions of this Agreement and only if no Default or Event of Default shall then be in existence or caused thereby), the Borrower, contemporaneously with the formation or acquisition of such new Restricted Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Restricted Subsidiary to be duly pledged to the Collateral Agent under the First Lien Indenture and to execute a negative pledge in favor of the Agent with respect to such Capital Stock; (ii) will cause such new Restricted Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), and joinders to the Security Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Restricted Subsidiary to be a guarantor of the Secured Obligations and its Collateral to be pledged to secure such guaranty; (iii) will cause such new Restricted Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the Closing Date or as the Agent shall have reasonably requested, and to take such other action as (x) the Agent shall request to perfect the Agent’s security interest in the Collateral of such new Restricted Subsidiary created pursuant to the Loan Documents, and (y) the Collateral Agent shall request to perfect the Collateral Agent’s security interest in the Capital Stock pursuant to the First Lien Indenture; and (iv) if such new Restricted Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Restricted Subsidiary to comply with the provisions of Section 8.25 (Real Property).
Appears in 1 contract
Samples: Credit Agreement (New Enterprise Stone & Lime Co., Inc.)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own owns (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Documents) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted its Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)Restatement Date. Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower and Company nor any of its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by itthem, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower Company or another Obligorthe immediate parent of such Subsidiary which is a Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock are shall be issued by any Pledged such Subsidiary or (b) the Company shall create any new Subsidiary or Acquire any additional Subsidiary and shall thereby become the owner, directly or indirectly, of the shares of capital stock of such new or additional Subsidiary, as the respective Obligor case may be, the Company agrees forthwith to deliver to the Administrative Agent pursuant to terms of the Revolving Credit Security Documents Agreement the certificates evidencing representing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other Credit Agreement 80 - 76 - action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Revolving Credit Security Documents. Except as expressly permitted by this Agreement; provided that if any such Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Borrower shall Company need not pledge to the Administrative Agent more than 65% of the capital stock or other ownership interest in such Subsidiary and shall such pledge shall, at the request of the Majority Series A Lenders, be made either under the Revolving Credit Security Agreement or under a pledge or other agreement governed by the law of such Subsidiary's jurisdiction of organization.
(b) The Company will not permit any of its Restricted Subsidiaries to enter into into, after the Restatement Date, any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own owns (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Documents) at least the same percentage of the issued and outstanding shares of each class of stock or partnership or other ownership interest of each of such Restricted its Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement Restatement Date (or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created with respect to any Subsidiary acquired or acquired organized after the date hereof, as of this Agreement (other than any Wholly Owned Subsidiaries the date of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”acquisition or organization). Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower and Company nor any of its Restricted Subsidiaries shall sell, transfer transfer, pledge or otherwise dispose of any shares of stock or partnership or other ownership interest in any Pledged Subsidiary owned by itthem, nor permit any Pledged Subsidiary to issue any shares of stock of any class or partnership or other ownership interest whatsoever to any Person (other than to the Borrower Company or another Obligorthe immediate parent of such Subsidiary which is a Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock are or partnership or other ownership interest shall be issued by any Pledged such Subsidiary or (b) the Company shall directly or indirectly create any new Material Subsidiary or Acquire any additional Material Subsidiary and shall thereby become the owner, directly or indirectly, of the shares of capital stock or partnership or other ownership interest of such new or additional Material Subsidiary, the respective Obligor Company agrees forthwith to deliver to the Administrative Agent pursuant to security documents satisfactory to the Security Documents the Banks, any shares, certificates evidencing such shares of stockownership, accompanied by membership interests or other evidence of ownership, or other securities received as a result therefrom (together with undated stock or other powers executed in blank blank) and shall take such give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other action as papers that may be necessary or desirable (in the judgment of the Administrative Agent shall request Agent) to perfect create, preserve or validate the security interest created therein pursuant therein, including, without limitation, causing any or all of the Collateral (as defined in the Security Agreement and the In-Flight Guarantee and Security Agreement, respectively) to be transferred of record into the name of the Administrative Agent; PROVIDED that if any such Material Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to the Security DocumentsAdministrative Agent more than 65% of the capital stock, partnership or other ownership interest in such Material Subsidiary. Except as expressly permitted by this Agreement, the Borrower shall not and shall CREDIT AGREEMENT
(b) The Company will not permit any of its Restricted Subsidiaries to enter into into, after the Restatement Date, any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the 8.27.1 The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries are guarantors of the Secured Obligations and that all material assets (excluding real estate but including equity interests owned by a Loan Party) of the Borrower and each Subsidiary Guarantors (except, with respect to voting equity, within the meaning of its Restricted Subsidiaries at all times own (subject Treasury Regulations Section 1.956-2(c)(2), of a CFC, CFC Holdco or Disregarded Domestic Subsidiary owned directly by the Borrower or Domestic Subsidiaries, only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each 66½% of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are voting equity shall be required to be pledged, provided, however, that if a change in Law occurs subsequent to the Closing Date which permits a pledge of voting equity of any such CFC, CFC Holdco or Disregarded Domestic Subsidiary above 66½% without a current inclusion in the U.S. income of the Borrower pursuant to Section 951(a)(1)(B) of the Code (including, for the avoidance of doubt, due to an applicable exclusion), such additional amounts of the relevant voting equity shall be pledged) are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)except Permitted Liens. Without limiting the generality of the foregoing foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any Domestic Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Domestic Subsidiary, shall: (i) execute and except deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as permitted by Section 9.05, none shall be necessary to cause all of the Capital Stock of such new Subsidiary of the Borrower to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause such new Subsidiary of the Borrower to execute and deliver a Subsidiary Suretyship (or a joinder thereto), joinders to the U.S. Security Agreement and U.S. Subsidiary Pledge, UCC-1 financing statements, and such other documents as may be necessary to cause such new Subsidiary of the Borrower to be a guarantor of the Secured Obligations and its Restricted Subsidiaries shall sell, transfer or otherwise dispose material assets to be pledged to secure such guaranty (excluding real estate); and (iii) will cause such new Subsidiary of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Administrative Agent Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the Security Documents Closing Date or as the certificates evidencing such shares of stockAgent shall have requested, accompanied by undated stock powers executed in blank and shall to take such other action as the Administrative Agent shall reasonably request to perfect the security interest in the Capital Stock and material assets of such new Subsidiary of the Borrower (excluding real estate) created pursuant to the Loan Documents.
8.27.2 At any time that a Subsidiary of the Borrower is required to become a Subsidiary Guarantor hereunder pursuant to Subsection 8.3(h) (Investments, Loan, Acquisitions, Etc.) above, the Borrower will take such action, and will cause each of its Subsidiaries, as applicable, to take such action, to cause the applicable Subsidiary of the Borrower to become a Subsidiary Guarantor hereunder and ensure that such Subsidiary of the Borrower is a guarantor of the Secured Obligations and that all of the equity and material assets (excluding real estate) of such Person and any equity interests of all direct Subsidiaries of such Person are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens. Without limiting the generality of the foregoing, in the event a Subsidiary of the Borrower is required to become a Subsidiary Guarantor hereunder pursuant to Subsection 8.3(h) above, the Borrower shall: (i) cause such Subsidiary of the Borrower to execute and deliver a Subsidiary Suretyship, a Security Agreement and Pledge Agreement, or joinders to any of the foregoing, if applicable, UCC-1 financing statements or equivalent documentation under the laws of the jurisdiction of the applicable Loan Party, and such other documents as may be necessary to cause such Subsidiary of the Borrower to be a guarantor of the Secured Obligations and its material assets to be pledged to secure such guaranty (excluding real estate and subject to the Permitted Perfection Limitations); and (ii) will cause such Subsidiary of the Borrower to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the Closing Date or as the Agent shall have requested, and to take such other action as the Agent shall request to perfect the security interest in the Capital Stock and material assets of such Subsidiary of the Borrower (excluding real estate) created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted Subsidiaries.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that each Subsidiary of the Borrower Company is, directly or indirectly, a Wholly Owned Subsidiary (subject to Section 7.03).
(b) After the Closing Date, the Company will take such action, and will cause each of its Restricted Subsidiaries at all times own to take such action, from time to time as shall be necessary to ensure that (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06i) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock the outstanding equity interests of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Domestic Subsidiary owned by it, nor permit the Company or any Pledged other Domestic Subsidiary to issue and (ii) 65% of the outstanding equity interests of each Foreign Subsidiary owned by the Company or any shares of stock of any class whatsoever to any Person (other than Domestic Subsidiary is pledged to the Borrower or another Obligor)Collateral Agent pursuant to the Security Agreement. In Subject to and in furtherance of the foregoing, in the event that any such additional shares of capital stock are or other certificated equity interests shall be issued by any Pledged Subsidiarysuch Subsidiary after the Closing Date, the respective Obligor Company agrees forthwith to deliver to the Administrative Collateral Agent pursuant to the Security Documents Agreement the certificates evidencing such shares of stockstock or equity interests, as the case may be, accompanied by undated stock (or transfer, as the case may be) powers executed in blank and shall to take such other action as the Administrative Collateral Agent shall request to perfect the security interest created therein pursuant to the Security DocumentsAgreement. Except Credit Agreement 76 - 70 -
(c) After the Closing Date, the Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as expressly permitted shall be necessary to ensure that all Domestic Subsidiaries of the Company which are directly owned by this the Company or another Domestic Subsidiary are "Subsidiary Guarantors" under the Subsidiary Guarantee Agreement, and have assigned to the Borrower shall not and shall not permit any Collateral Agent for the benefit of the Secured Parties all of its Restricted Subsidiaries right, title and interest in any Collateral held by such Domestic Subsidiary to enter into the extent required herein or in any indenture, agreement, instrument or other arrangement (other than this Agreement and Security Document to which it is a party. Without limiting the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness generality of the Borrower and its Restricted Subsidiariesforegoing, or in the declaration or payment of dividends to event that the Borrower Company or any of its Restricted SubsidiariesDomestic Subsidiaries shall form or acquire any new Domestic Subsidiary after the Closing Date that shall constitute a Subsidiary hereunder, the Company or such Domestic Subsidiary, as the case may be, will cause such new Subsidiary to after the Closing Date:
(i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee Agreement, and an "Obligor" under the Security Agreement pursuant to a Subsidiary Guarantee Assumption Agreement;
(ii) cause such Subsidiary to take such action (including, without limitation, delivering such certificated equity interests and executing and delivering such Uniform Commercial Code financing statements, if applicable) as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the personal property of such new Subsidiary, to the extent required herein or in any Security Document to which it is a party; and
(iii) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Subsidiaries of the Company pursuant to Article IV or as reasonably requested by the Administrative Agent.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Parent will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Parent and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage owns all of the issued and outstanding shares of each class of stock Capital Stock of each of such Restricted Person’s Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or(other than, in the case each case, Capital Stock of New Wholly Owned Excluded Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons)and Upper Providence Venture I, the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”L.P.). Without limiting the generality of the foregoing foregoing, the Parent shall not, and except as permitted by Section 9.05shall not permit any of its Subsidiaries to, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by itthem, nor permit any Pledged Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of stock Capital Stock of any class whatsoever to any Person (other than to the Borrower Parent or to another ObligorWholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of stock are Capital Stock shall be issued by any Pledged SubsidiarySubsidiary of the Parent, or any Subsidiary shall be acquired, the respective Obligor Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral as defined in the Security Documents and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security Documents.
(b) The Majority Lenders shall have the right from time to time to require the Parent, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Parent as may be specified in such request (except for (i) any SPE, (ii) Upper Providence Venture I, L.P. (so long as Persons that are not affiliated with the Parent continue to hold 45% of the aggregate partnership interests therein), or (iii) (but only on each applicable Foreign Subsidiary Holdco Release Date) the applicable Foreign Subsidiary Holdco) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties in form and substance satisfactory to the Majority Lenders, guaranteeing payment of Parent’s and the Company’s obligations hereunder. Except as expressly permitted Any such request shall be made by this Agreementthe Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Borrower Parent shall, and shall cause the appropriate Subsidiaries of the Parent to, (i) execute and deliver to the Administrative Agent such number of copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security.
(c) Notwithstanding anything to the contrary in this Section 9.21, except as otherwise provided in Section 9.21(e):
(I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Borrowers hereunder;
(II) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any Excluded Subsidiary directly held by Parent or Domestic Subsidiaries;
(III) the Parent and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary;
(IV) the Parent and its Subsidiaries shall not be required to pledge (A) the stock of (1) Iron Mountain India Private Limited or Iron Mountain Services Private Limited (in each case provided such entity is not material to the business, assets, property or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole), (2) Iron Mountain India Holdings (such Subsidiary is being dissolved) or (3) Iron Mountain Cayman Limited (such Subsidiary is being dissolved), or (B) any partnership interests in Upper Providence Venture I, LP (so long as Persons that are not affiliated with the Parent continue to hold 45% of the aggregate partnership interests therein); and
(V) on each Foreign Subsidiary Holdco Release Date for each Foreign Subsidiary Holdco (x) such Foreign Subsidiary Holdco shall not be required to be or become a party to the Subsidiary Guarantee or otherwise Guarantee the obligations of the Borrowers hereunder and shall be released therefrom and (y) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any such Foreign Subsidiary Holdco and any pledge of any Voting Shares of such Foreign Subsidiary Holdco in excess of such number shall be released.
(d) The Parent will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than this Agreement any agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) and the other Loan Senior Subordinated Debt Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness of the Borrower and its Restricted SubsidiariesIndebtedness, or the declaration or payment of dividends dividends, the making of loans, advances or Investments or the granting of Liens, the sale, assignment, transfer or other disposition of Property (except for customary provisions restricting the granting of Liens on Property or the sale, assignment or other disposition of Property, to the extent (w) such provisions are contained in an agreement evidencing the payment of Indebtedness that is permitted under Section 9.08(v), (x) such Indebtedness is secured by a Lien permitted to exist under Section 9.13 and (y) such agreement prohibits the creation of any other Lien on only the Property securing such Indebtedness as of the day such agreement was entered into).
(e) Notwithstanding the other provisions of this Agreement, the Canadian Borrowers shall be required to pledge the Capital Stock owned by them of their respective Subsidiaries and other property of the type constituting Collateral under the Canadian Borrower or any of its Restricted SubsidiariesPledge Agreement, in each case to the extent required by the Canadian Borrower Pledge Agreement.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shallshall take such action, and shall cause each of its Restricted Material Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that the Borrower and each of its Restricted all Material Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which Tax Preferred Subsidiaries) are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)Subsidiary Guarantors” hereunder. Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted SubsidiariesSubsidiaries shall form or acquire any new Material Subsidiary other than a Tax Preferred Subsidiary, Borrower shall, and shall cause each of its Subsidiaries to, within 30 days (or such longer period as Administrative Agent may agree) after such formation or acquisition cause such new Material Subsidiary to take the following actions:
(a) such Material Subsidiary will become a “Subsidiary Guarantor” hereunder by executing and delivering a Guaranty Agreement (or joinder thereto), and become a “Grantor” under the Security Agreement by executing and delivering a supplement to the Security Agreement;
(b) Borrower shall furnish to Administrative Agent updated Schedules 3.6, 3.14, and 4.1(e) with respect to such Material Subsidiary, in form and detail substantially consistent with those provided in respect of Borrower on the Effective Date;
(c) Borrower shall cause such Material Subsidiary (or the owner of the shares or other Equity Interests of such Material Subsidiary, as applicable) to take such action (including delivering certificates evidencing such Equity Interests, delivering such Uniform Commercial Code financing statements, executing and delivering security agreements for filing and recording in the United States Patent and Trademark Office and the United States Copyright Office and executing and delivering Mortgages covering the real property (other than real property that is Excluded Real Property) and fixtures owned or leased by such Material Subsidiary) as shall be reasonably necessary or advisable in the opinion of Administrative Agent, and in form and substance reasonably satisfactory to Administrative Agent, to create and perfect valid and enforceable Liens, subject to no other Liens except for Permitted Encumbrances, on substantially all of the property (other than property that is “Excluded Property” (as defined in the Security Agreement) and real property that is Excluded Real Property, if any) of such new Material Subsidiary and all of the Equity Interests in such new Material Subsidiary as collateral security for the Obligations to the extent substantially consistent with the Security Agreement and the Mortgages as then in effect;
(d) with respect to each parcel of real property owned or held by such Material Subsidiary (other than real property that does not constitute Mortgaged Property, if any), Borrower shall cause each Material Subsidiary to execute and deliver to Administrative Agent an Environmental Indemnity Agreement and to provide to Administrative Agent such title reports and title insurance, appraisals, surveys and engineering, soils and other reports, environmental assessment reports, flood insurance certificates, and other documents and instruments as Administrative Agent or the Required Lenders (through Administrative Agent) shall reasonably request, each in scope, form and substance reasonably satisfactory to Administrative Agent, provided, however, that to the extent that Borrower or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to Administrative Agent; and
(e) Borrower shall cause such new Material Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel, “Know your customer” information and other documents as is consistent with those delivered by each Obligor pursuant to Section 4.1 on the Effective Date or as Administrative Agent shall have reasonably requested; provided, however, the foregoing requirements of clauses (a) through (e) of this Section 5.10 shall not apply in connection with any new Tax Preferred Subsidiary, and Borrower shall only be required to, or cause the Guarantor that is the owner of the Equity Interests of such Tax Preferred Subsidiary to, take such action (including delivering certificates and transfer powers for such Equity Interests and delivering Uniform Commercial Code financing statements) as shall be necessary or advisable in the opinion of Administrative Agent, and in form and substance reasonably satisfactory to Administrative Agent, to create and perfect valid and enforceable Liens, subject to no other Liens except for Permitted Encumbrances, on 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in each such new Tax Preferred Subsidiary as collateral security for the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Wayne Farms, Inc.)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that the Borrower and each of its Restricted all new Subsidiaries at all times own (subject only to the Lien are guarantors of the Security Documents Secured Obligations and Liens permitted by Section 9.06) at least the same percentage that all of the issued equity and outstanding shares material assets of each class of stock of each of such Restricted all Subsidiaries the stock of which is are subject to a valid and enforceable first priority Lien securing the Lien of the Security Documents as is owned on the date of this Agreement orSecured Obligations, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to no other Lien except Permitted Liens, provided, however, that the Lien of NY Mortgages shall secure the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)Term Loans only. Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of in the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to event that the Borrower or another Obligorany of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement and only if no Default or Event of Default shall then be in existence or caused thereby). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Subsidiary to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause such new Subsidiary to execute and deliver to the Administrative Agent pursuant a Subsidiary Suretyship (or a joinder thereto), joinders to the Security Documents Agreement and Pledge Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Subsidiary to be a guarantor of the certificates evidencing Secured Obligations and its material assets to be pledged to secure such shares guaranty; (iii) will cause such new Subsidiary to deliver such proof of stockcorporate action, accompanied incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by undated stock powers executed in blank the Borrower pursuant to Section 3.1 (Conditions to Effectiveness) upon the Closing Date or as the Agent shall have reasonably requested, and shall to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets of such new Subsidiary created therein pursuant to the Security Loan Documents; and (iv) if such new Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Subsidiary to comply with the provisions of Section 7.28 (Real Property). Except as expressly permitted by this AgreementNotwithstanding the foregoing, the Borrower shall not be required to cause BCS LLC to comply with the provisions of this Section 7.27 unless the Agent requests that the Borrower cause BCS LLC to comply with such provisions and then, only to the extent requested by the Agent, provided, however, unless and until the Agent shall have requested that BCS LLC become a Loan Party and guaranty the Secured Obligations and pledge some or all of its assets to secure such guaranty as provided in this Section 7.27, notwithstanding anything herein to the contrary, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) thatto, directly or indirectly, prohibits (without duplication), (i) transfer (whether by way of sale, loan, lease, gift, disposition, merger, sale of equity or restrainsotherwise) any asset to BCS LLC except in exchange for cash consideration equal to the fair market value of the asset transferred, (ii) make any Investment in BCS LLC or provide any Guaranty of or otherwise become liable for any obligations of BCS LLC, (iii) provide services to BCS LLC except in exchange for cash compensation equal to the value of the services provided, (iv) co-mingle any funds or other assets with BCS LLC, or has (v) engage in any other transaction with BCS LLC on terms that are not at least as favorable to the effect of prohibiting Borrower or restrainingsuch Subsidiary, or imposes conditions upon the incurrence or payment of Indebtedness of as applicable, as it would obtain in a comparable arm’s length transaction with an unrelated third party; except that the Borrower and its Restricted SubsidiariesSubsidiaries may (x) make the initial investment in BCS LLC as is described in the definition of BCS Acquisition, (y) purchase or repay some or all of the declaration debt described in the definition of BCS Acquisition so long as the purchase or payment repayment is for no more than the aggregate principal amount of dividends such debt, together with the amount of accrued interest and fees thereon, and (z) purchase goods or services from BCS LLC on terms that are at least as favorable to the Borrower or any of its Restricted Subsidiariessuch Subsidiary, as applicable, as it would obtain in a comparable arm’s length transaction with an unrelated third party.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that each Subsidiary of the Borrower Company is, directly or indirectly, a Wholly Owned Subsidiary (subject to Section 7.03).
(b) After the Closing Date, the Company will take such action, and will cause each of its Restricted Subsidiaries at all times own to take such action, from time to time as shall be necessary to ensure that (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06i) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock the outstanding equity interests of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Domestic Subsidiary owned by it, nor permit the Company or any Pledged other Domestic Subsidiary to issue and (ii) 65% of the outstanding equity interests of each Foreign Subsidiary owned by the Company or any shares of stock of any class whatsoever to any Person (other than Domestic Subsidiary is pledged to the Borrower or another Obligor)Collateral Agent pursuant to the Security Agreement. In Subject to and in furtherance of the foregoing, in the event that any such additional shares of capital stock are or other certificated equity interests shall be issued by any Pledged Subsidiarysuch Subsidiary after the Closing Date, the respective Obligor Company agrees forthwith to deliver to the Administrative Collateral Agent pursuant to the Security Documents Agreement the certificates evidencing such shares of stockstock or equity interests, as the case may be, accompanied by undated stock (or transfer, as the case may be) powers executed in blank and shall to take such other action as the Administrative Collateral Agent shall request to perfect the security interest created therein pursuant to the Security DocumentsAgreement. Except Senior Secured Credit Agreement 66 61
(c) After the Closing Date, the Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as expressly permitted shall be necessary to ensure that all Domestic Subsidiaries of the Company which are directly owned by this the Company or another Domestic Subsidiary are "Subsidiary Guarantors" under the Subsidiary Guarantee Agreement, and have assigned to the Borrower shall not and shall not permit any Collateral Agent for the benefit of the Secured Parties all of its Restricted Subsidiaries right, title and interest in any Collateral held by such Domestic Subsidiary to enter into the extent required herein or in any indenture, agreement, instrument or other arrangement (other than this Agreement and Security Document to which it is a party. Without limiting the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness generality of the Borrower and its Restricted Subsidiariesforegoing, or in the declaration or payment of dividends to event that the Borrower Company or any of its Restricted SubsidiariesDomestic Subsidiaries shall form or acquire any new Domestic Subsidiary after the Closing Date that shall constitute a Subsidiary hereunder, the Company or such Domestic Subsidiary, as the case may be, will cause such new Subsidiary to after the Closing Date:
(i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee Agreement, and an "Obligor" under the Security Agreement pursuant to a Subsidiary Guarantee Assumption Agreement;
(ii) cause such Subsidiary to take such action (including, without limitation, delivering such certificated equity interests and executing and delivering such Uniform Commercial Code financing statements, if applicable) as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the personal property of such new Subsidiary, to the extent required herein or in any Security Document to which it is a party; and
(iii) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Subsidiaries of the Company pursuant to Article IV or as reasonably requested by the Administrative Agent.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Iridium Facilities Corp)
Certain Obligations Respecting Subsidiaries. Except (a) Other than as permitted by in Section 9.05 6.19 hereof, the Borrower shallwill, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that all of the Borrower’s Guarantor Subsidiaries are and remain owned as described in Section 5.12 hereof.
(b) Subject to the terms of Subsection 6.9(c) below, if a Person becomes a Subsidiary of the Borrower and each of its Restricted Subsidiaries at all times own (subject only after the Closing Date, the following rules determine when such a Person must become a party to the Lien Subsidiary Guaranty:
(1) if a Default or Event of Default exists at the time the Person becomes a Subsidiary of the Security Documents and Liens permitted by Section 9.06) at least Borrower, the same percentage Person must become a party to the Subsidiary Guaranty within five Business Days after becoming a Subsidiary of the issued and outstanding shares Borrower;
(2) if a Default or Event of each class Default occurs after the Person becomes a Subsidiary of stock of each the Borrower but before the Person becomes a party to the Subsidiary Guaranty, the Person must become a party to the Subsidiary Guaranty within five Business Days after the occurrence of such Restricted Subsidiaries Default or Event of Default;
(3) in all other cases, the stock of which is subject Person must become a party to the Lien of Subsidiary Guaranty upon the Security Documents as earlier to occur of:
(A) when a Subsidiary individually is owned on the date of this Agreement no longer an Immaterial Subsidiary; or
(B) when two or more Immaterial Subsidiaries have, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement aggregate, (other than any Wholly Owned Subsidiaries of such Persons)1) total assets (as determined in accordance with GAAP but excluding goodwill, the stock of which are required to be subject to the Lien intangibles and inter-company accounts receivable) that exceed 2% of the Security Documents, 100Consolidated Total Assets (as determined in accordance with GAAP but excluding goodwill and intangibles) or (2) EBITDA (as determined in accordance with GAAP) in excess of 2% of each class of stock of each of such Subsidiaries Consolidated EBITDA (as determined in accordance with GAAP) (each of the Subsidiaries (1) and (2) are referred to above being herein called, as a “Pledged SubsidiaryThreshold Amount”). Without limiting , in which case such number of Subsidiaries deemed Immaterial Subsidiaries immediately prior to the generality determination that the Threshold Amount has been exceeded (such Subsidiaries to be selected by the Borrower in its sole discretion) must become party to the Subsidiary Guaranty (and thereafter be deemed Guarantor Subsidiaries) as would cause the aggregate total assets or EBITDA of the foregoing and except as permitted by Section 9.05remaining non-Guarantor, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted non-Foreign Subsidiaries to enter into any indenture, agreement, instrument remain at or other arrangement (other than this Agreement and below the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted SubsidiariesThreshold Amount.
Appears in 1 contract
Samples: Credit Agreement (Cerner Corp /Mo/)
Certain Obligations Respecting Subsidiaries. Except Section 9.22(a) of the Credit Agreement is hereby amended to read as permitted by Section 9.05 hereof, the Borrower shallfollows:
(a) The Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own owns (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Documents)
(i) at least the same percentage all of the issued and outstanding shares of each class of stock Capital Stock of each of such Restricted Person's Subsidiaries the stock (other than, in each case, Capital Stock of which is subject to the Lien Excluded Subsidiaries) and (ii) more than 50% of the Security Documents as is owned on the date issued and outstanding shares of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% Capital Stock of each class Person acquired pursuant to clauses (b) and (c) of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)Section 9.14(viii) hereof. Without limiting the generality of the foregoing foregoing, the Company shall not, and except as permitted by Section 9.05shall not permit any of its Subsidiaries to, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary (other than an Excluded Subsidiary) owned by itthem, nor permit any Pledged Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of stock Capital Stock of any class whatsoever to any Person (other than to the Borrower Company or to another ObligorWholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of stock are Capital Stock shall be issued by any Pledged SubsidiarySubsidiary of the Company, or any Subsidiary shall be acquired, the respective Obligor Company agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(vii) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted Subsidiaries."
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own owns (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06i) at least the same percentage all of the issued and outstanding shares of each class of stock Capital Stock of each of such Restricted Person's Subsidiaries the stock (other than, in each case, Capital Stock of which is subject to the Lien Excluded Subsidiaries) and (ii) more than 50% of the Security Documents as is owned on the date issued and outstanding shares of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% Capital Stock of each class Person acquired pursuant to clauses (b) and (c) of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)Section 9.14(viii) hereof. Without limiting the generality of the foregoing foregoing, the Company shall not, and except as permitted by Section 9.05shall not permit any of its Subsidiaries to, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary (other than an Excluded Subsidiary) owned by itthem, nor permit any Pledged Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of stock Capital Stock of any class whatsoever to any Person (other than to the Borrower Company or to another ObligorWholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of stock are Capital Stock shall be issued by any Pledged SubsidiarySubsidiary of the Company, or any Subsidiary shall be acquired, the respective Obligor Company agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(vii) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents.
(b) The Majority Lenders shall have the right from time to time to require the Company, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Company as may be specified in such request (except for any SPE) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of the Company's obligations hereunder. Except as expressly permitted Any such request shall be made by this Agreementthe Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Borrower Company shall, and shall cause the appropriate Subsidiaries of the Company to, (i) execute and deliver to the Administrative Agent such number of copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security.
(c) Notwithstanding anything to the contrary in this Section 9.21:
(I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Company hereunder;
(II) the Company and its Subsidiaries shall not be required to pledge more than 66% of the aggregate Voting Stock of such Excluded Subsidiary directly held by the Company or its Domestic Subsidiaries to the Administrative Agent under the Security Documents; and
(III) the Company and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary.
(d) The Company will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing permitted by the terms of this Agreement) to enter into into, after the date hereof, any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan DocumentsSenior Subordinated Debt Indentures) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill take such action, and shall will cause each of its Restricted Subsidiaries (other than Immaterial Subsidiaries), to take such action, from time to time as shall be necessary to ensure that such Subsidiaries of the Borrower are "Subsidiary Guarantors" under the Subsidiary Guarantee and the Security Documents. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than an Immaterial Subsidiary), after the Effective Date, the Borrower and its Subsidiaries will cause such new Subsidiary to:
(i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee and under the Security Agreement pursuant to an instrument satisfactory to the Administrative Agent;
(ii) cause such Subsidiary to take such action (including delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the Property of such new Subsidiary (other than real Property interests) as collateral security for the obligations of such new Subsidiary thereunder; and
(iii) deliver such proof of corporate action, incumbency of officers and other documents (other than opinions of counsel) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; PROVIDED that if such Subsidiary is a Foreign Subsidiary, such Subsidiary shall not be required, to the extent any adverse tax consequence may result, to become a Subsidiary Guarantor under the Subsidiary Guarantee or a Securing Party under the Security Agreement and, if such Subsidiary is a direct Domestic Subsidiary of the Borrower or of a Domestic Subsidiary of the Borrower, the Borrower shall forthwith pledge, or cause such Subsidiary to pledge, to the Administrative Agent (for the benefit of the Lenders) under the relevant Security Document (or, at the request of the Administrative Agent, under a pledge or other similar agreement governed by the law of such Foreign Subsidiary's jurisdiction of organization) (x) 65% of the voting Capital Stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors of such Subsidiary and (y) 100% of all other stock of such Foreign Subsidiary. Notwithstanding the foregoing, the Administrative Agent may in its discretion waive the requirements of this paragraph (a) with respect to the Capital Stock or Property of any such Subsidiary to the extent CREDIT AGREEMENT that it determines that the costs of obtaining a Lien on such Capital Stock or Property are excessive in relation to the value of the security to be afforded thereby.
(b) At the request of the Administrative Agent or (subject to the proviso at the end of this sentence) the Required Lenders in its or their sole discretion, any Obligor that owns or acquires any real property interest, including improvements having a fair market value (subject to the last sentence of this paragraph (b)) of $5,000,000 or more (including improvements upon any real property interest resulting in the fair market value of such interest together with such improvements being equal to $5,000,000 or more), then (subject, in the case of any real property that is subject to a Lien permitted under Section 8.06 hereof, to the delivery by the holder of such Lien of any necessary consent) it will or, as applicable, will cause the respective Subsidiary holding such real property interest, to execute and deliver in favor of the Administrative Agent a mortgage, deed of trust or similar instrument (as appropriate for the jurisdiction in which such respective real property is situated), all as reasonably requested by the Administrative Agent, pursuant to which such Obligor will create a Lien upon such real property interest (and improvements) in favor of the Administrative Agent for the benefit of the Lenders (and affiliates of Lenders) as collateral security for the obligations of the Obligors hereunder and under the other Credit Documents (and any obligations in respect of any Swap Agreement relating to interest rates owing by the Borrower or any Subsidiary to any Lender or any affiliate thereof), and will deliver (or, in the case of lienholder consents, will use its commercially reasonable efforts to cause the relevant lienholder(s) to deliver) such opinions of counsel, lienholder consents and title insurance policies as the Administrative Agent shall reasonably request in connection therewith, PROVIDED that the Administrative Agent in its discretion may waive the requirements of this paragraph (b) with respect to any real property to the extent that it determines that the costs of obtaining a Lien on such real property are excessive in relation to the value of the security to be afforded thereby. Notwithstanding the foregoing, if at any time the Borrower shall be required under this paragraph (b) to provide, or cause its Subsidiaries to provide, mortgage Liens on its owned real Property, the aggregate fair market value of owned real Property of the Borrower and its Subsidiaries (as reasonably determined by the Borrower) that shall be excluded from such requirements shall not exceed the greater of (i) $25,000,000 or (ii) 15% of the fair market value (as so determined) of all owned real Property of the Borrower and its Subsidiaries at such time.
(c) The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall reasonably be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted requested by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to effectuate the Security Documents the certificates evidencing such shares purposes and objectives of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted SubsidiariesSection 8.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shallThe Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents Pledge Agreement as is owned on the date of this Agreement hereof or, in the case of New Wholly Wholly-Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement hereof (other than Funding Co., 3189503, Canadian Forest Oil, and any Wholly Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security DocumentsPledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”"PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower Company and its Restricted Subsidiaries shall will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower Company or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security DocumentsPledge Agreement. Except as expressly permitted by this Agreement, the Borrower shall The Company will not and shall will not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this the Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Indenture included in the Canadian Forest Senior Subordinated Debt Documents and the Guarantee granted by Forest in relation thereto each as initially in effect, the Funding Credit Agreement as initially in effect and the other Loan DocumentsDocuments (as defined therein) and the Canadian Forest Oil Credit Agreement as initially in effect and the other Loan Documents (as defined therein)) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness of the Borrower Company and its Restricted Subsidiaries, or the granting of Liens, the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own owns (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Documents) at least the same percentage of the issued and outstanding shares of each class of stock or partnership or other ownership interest of each of such Restricted its Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement Restatement Date (or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created with respect to any Subsidiary acquired or acquired organized after the date hereof; as of this Agreement (other than any Wholly Owned Subsidiaries the date of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”acquisition or organization). Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower and Company nor any of its Restricted Subsidiaries shall sell, transfer transfer, pledge or otherwise dispose of any shares of stock or partnership or other ownership interest in any Pledged Subsidiary owned by itthem, nor permit any Pledged Subsidiary to issue any shares of stock of any class or partnership or other ownership interest whatsoever to any Person (other than to the Borrower Company or another Obligorthe immediate parent of such Subsidiary which is a Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock are or partnership or other ownership interest shall be issued by any Pledged such Subsidiary or (b) the Company shall directly or indirectly create any new Material Subsidiary or Acquire any additional Material Subsidiary and shall thereby become the owner, directly or indirectly, of the shares of capital stock or partnership or other ownership interest of such new or additional Material Subsidiary, the respective Obligor Company agrees forthwith to deliver to the Administrative Agent pursuant to security documents satisfactory to the Security Documents the Banks, any shares, certificates evidencing such shares of stockownership, accompanied by membership interests or other evidence of ownership, or other securities received as a result therefrom (together with undated stock or other powers executed in blank blank) and shall take such give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other action as papers that may be necessary or desirable (in the judgment of the Administrative Agent shall request Agent) to perfect create, preserve or validate the security interest created therein pursuant therein, including, without limitation, causing any or all of the Collateral (as defined in the Security Agreement and the In-Flight Guarantee and Security Agreement, respectively) to be transferred of record into the name of the Administrative Agent; provided that if any such Material Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to the Security DocumentsAdministrative Agent more than 65% of the capital stock, partnership or other ownership interest in such Material Subsidiary. Except as expressly permitted by this Credit Agreement, the Borrower shall not and shall
(b) The Company will not permit any of its Restricted Subsidiaries to enter into into, after the Restatement Date, any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Parent will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Parent and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage owns all of the issued and outstanding shares of each class of stock Capital Stock of each of such Restricted Person’s Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or(other than, in the case each case, Capital Stock of New Wholly Owned Excluded Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons)and Upper Providence Venture I, the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”L.P.). Without limiting the generality of the foregoing foregoing, the Parent shall not, and except as permitted by Section 9.05shall not permit any of its Subsidiaries to, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary (other than, subject to Section 9.12 hereof, an Excluded Subsidiary) owned by itthem, nor permit any Pledged Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of stock Capital Stock of any class whatsoever to any Person (other than to the Borrower Parent or to another ObligorWholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In .
(b) If at any time a Subsidiary of the event that Parent is required to become (i) a Notes Guarantor pursuant to the Senior Unsecured Indenture or (ii) a guarantor of any such additional shares of stock are senior notes issued by any Pledged Subsidiarythe Parent after the Effective Date, the respective Obligor agrees forthwith Parent shall, and shall cause the appropriate Subsidiaries of the Parent to cause such Subsidiary to (x) become a party to the Subsidiary Guaranty or execute and deliver such other guaranties in form and substance satisfactory to the Administrative Agent pursuant to Agent, guaranteeing payment of the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank Parent’s obligations hereunder and shall take such (y) do all other action as things which may be necessary or which the Administrative Agent shall may reasonably request in order to perfect the security interest created therein pursuant confer upon and confirm to the Security Documents. Except as expressly permitted by this Agreement, Lenders the Borrower shall not and shall benefits of such guaranty.
(c) The Parent will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into into, after the Funding Date, any indenture, agreement, instrument or other arrangement (other than this Agreement any agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) hereof and the other Loan Senior Subordinated Debt Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness of the Borrower and its Restricted SubsidiariesIndebtedness, or the declaration or payment of dividends dividends, the making of loans, advances or Investments or the granting of Liens, the sale, assignment, transfer or other disposition of Property (except for customary provisions restricting the granting of Liens on Property or the sale, assignment or other disposition of Property, to the Borrower or extent (w) such provisions are contained in an agreement evidencing the payment of Indebtedness that is permitted under Section 9.08(v) hereof, (x) such Indebtedness is secured by a Lien permitted to exist under Section 9.13 hereof and (y) such agreement prohibits the creation of any other Lien on only the Property securing such Indebtedness as of its Restricted Subsidiariesthe day such agreement was entered into).
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shallParent will take such action, and shall will cause each of its Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that Parent, and all U.S. Subsidiaries (other than U.S. Subsidiaries that are Ventures) are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is Guarantors are subject to a first priority Lien securing the Lien of the Security Documents as is owned on the date of this Agreement orSecured Obligations, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the no other Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred except Permitted Liens and subject to above being herein called, a “Pledged Subsidiary”)Permitted Perfection Limitations. Without limiting the generality of the foregoing foregoing, in the event that Parent or any of its Subsidiaries shall form or acquire any new Subsidiary (which it shall only do in compliance with the provisions of this Agreement), the applicable Loan Party (if any), contemporaneously with the formation or acquisition of such new Subsidiary: (a) will execute and except deliver such documents as permitted by Section 9.05, none shall be necessary to cause (without duplication) all of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose Capital Stock of any shares of stock in any Pledged Subsidiary new Venture owned by itGB Ventures or, nor permit prior to consummation of the Permitted Nuvectra Spinoff, QIG, and any Pledged new U.S. Subsidiary and one hundred percent (100%) of the non-voting Capital stock and sixty-six percent (66%) of the voting Capital Stock of each new First-Tier Foreign Subsidiary of such Loan Party, in each case to issue any shares of stock of any class whatsoever be duly pledged (on a first-priority perfected basis to any Person the extent required by the Loan Documents) to secure the Secured Obligations; (b) will cause such new U.S. Subsidiary (other than a U.S. Subsidiary that is a Venture) to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Borrower or another Obligor). In Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such new U.S. Subsidiary (other than a U.S. Subsidiary that is a Venture) to be a guarantor of the event that any Secured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith guaranty; and (c) will cause such new Subsidiary Guarantor to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) on the Closing Date or as the Administrative Agent pursuant shall have requested, and to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall reasonably request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new Subsidiary Guarantor so created therein pursuant to the Security Loan Documents. Except For the avoidance of doubt, and without limiting the generality of the foregoing, if any Venture shall become a wholly-owned U.S. Subsidiary of Parent (except, in the case of any Venture owned by QIG, only after March 31, 2016 if the Permitted Nuvectra Spinoff has not occurred), Parent shall cause such wholly-owned U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as expressly permitted by this Agreement, may be necessary to cause such wholly-owned Subsidiary to be a guarantor of the Borrower shall not Secured Obligations and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement material assets (other than this Agreement and the other Loan DocumentsExcluded Assets) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted Subsidiariesbe pledged to secure such guaranty.
Appears in 1 contract
Samples: Credit Agreement (Greatbatch, Inc.)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and (i) each of its Restricted Subsidiaries at all times own is a Wholly Owned Subsidiary (subject only except for any stock or other equity interests of such Subsidiary which is owned by a third party as of the Effective Date, as listed in Schedule IV hereto) and (ii) each of its Subsidiaries is and becomes a party to the Lien of Subsidiary Guarantee and the JCI/JNI Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement orAgreement, PROVIDED that, in the case event of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created any Subsidiary organized as a partnership or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons)limited liability company, the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (Borrower shall cause each of the Subsidiaries referred partners or members thereof, as the case may be, to above being herein calledenter into a pledge agreement in form and substance satisfactory to the Agent pursuant to which the Agent, a “Pledged Subsidiary”). Without limiting the generality on behalf of the foregoing and except as permitted by Section 9.05Banks, none shall be granted a first prior perfected security interest in all of the Borrower and its Restricted Subsidiaries shall sell, transfer equity interests of such partnership or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary limited liability company to issue any shares of stock of any class whatsoever to any Person (other than secure the obligations owing to the Borrower Banks hereunder and under the other Credit Documents, subject to no other Lien (and the organizational document for such partnership or another Obligorlimited liability company shall expressly authorize each such partner or member to so pledge its equity interests therein and shall contain no other restriction against the Agent enforcing such security interest and transferring such equity interests to a third party). In the event that any such additional shares of stock are or other equity interests shall be issued by any Pledged SubsidiarySubsidiary of the Borrower, the respective Obligor Borrower agrees forthwith to, and to cause its Subsidiaries to, deliver to the Administrative Agent pursuant to the Security Documents the certificates (if any) evidencing such shares of stockstock or other equity interests, accompanied by undated stock powers executed in blank and shall to take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the .
(b) The Borrower shall not and shall will not permit any of its Restricted Subsidiaries to enter into into, after the date of this Agreement, any CREDIT AGREEMENT ---------------- indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own owns (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Documents) at least the same percentage of the issued and outstanding shares of each class of stock or partnership or other ownership interest of each of such Restricted its Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement Restatement Date (or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created with respect to any Subsidiary acquired or acquired organized after the date hereof, as of this Agreement (other than any Wholly Owned Subsidiaries the date of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”acquisition or organization). Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower and Company nor any of its Restricted Subsidiaries shall sell, transfer transfer, pledge or otherwise dispose of any shares of stock or partnership or other ownership interest in any Pledged Subsidiary owned by itthem, nor permit any Pledged Subsidiary to issue any shares of stock of any class or partnership or other ownership interest whatsoever to any Person (other than to the Borrower Company or another Obligorthe immediate parent of such Subsidiary which is a Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock are or partnership or other ownership interest shall be issued by any Pledged such Subsidiary or (b) the Company shall directly or indirectly create any new Material Subsidiary or Acquire any additional Material Subsidiary and shall thereby become the owner, directly or indirectly, of the shares of capital stock or partnership or other ownership interest of such new or additional Material Subsidiary, the respective Obligor Company agrees forthwith to deliver to the Administrative Agent pursuant to security documents satisfactory to the Security Documents the Banks, any shares, certificates evidencing such shares of stockownership, accompanied by membership interests or other evidence of ownership, or other securities received as a result therefrom (together with undated stock or other powers executed in blank blank) and shall take such give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other action as papers that may be necessary or desirable (in the judgment of the Administrative Agent shall request Agent) to perfect create, preserve or validate the security interest created therein pursuant therein, including, without limitation, causing any or all of the Collateral (as defined in the Security Agreement and the In-Flight Guarantee and Security Agreement, respectively) to be transferred of record into the name of the Administrative Agent; provided that if any such Material Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to the Security Documents. Except as expressly permitted by this AgreementAdministrative Agent more than 65% of the capital stock, the Borrower shall not and shall partnership or other ownership interest in such Material Subsidiary.
(b) The Company will not permit any of its Restricted Subsidiaries to enter into into, after the Restatement Date, any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall(a) The Parent will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Parent and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage owns all of the issued and outstanding shares of each class of stock Capital Stock of each of such Restricted Person’s Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries and the stock Capital Stock of which is subject to Infinity not owned, directly or indirectly, by the Lien of the Security Documents as is owned Parent on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien consummation of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”Infinity Acquisition). Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none but subject to the obligations of the Borrower Parent and its Restricted Subsidiaries under the Infinity Acquisition Documents, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by itthem, nor permit any Pledged Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of stock Capital Stock of any class whatsoever to any Person (other than to the Borrower Parent or to another ObligorWholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of stock are Capital Stock shall be issued by any Pledged SubsidiarySubsidiary of the Parent, or any Subsidiary shall be acquired (but only, in the case of the Infinity Acquisition, limited to such shares of Capital Stock that are issued to the Parent or any of its Subsidiaries), the respective Obligor Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security Documents.
(b) The Majority Lenders shall have the right from time to time to require the Parent, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Parent as may be specified in such request (except for (i) any SPE, (ii) Upper Providence Venture I, L.P. (subject to compliance with the provisions of Section 9.14(v)), or (iii) (but only on each applicable Foreign Subsidiary Holdco Release Date) the applicable Foreign Subsidiary Holdco) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties in form and substance satisfactory to the Majority Lenders, guaranteeing payment of Parent’s and the Company’s obligations hereunder. Except as expressly permitted Any such request shall be made by this Agreementthe Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Borrower Parent shall, and shall cause the appropriate Subsidiaries of the Parent to, (i) execute and deliver to the Administrative Agent such number of copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security.
(c) Notwithstanding anything to the contrary in this Section 9.21, except as otherwise provided in Section 9.21(e):
(I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Borrowers hereunder;
(II) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any Excluded Subsidiary directly held by Parent or Domestic Subsidiaries;
(III) the Parent and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary;
(IV) the Parent and its Subsidiaries shall not be required to pledge the stock of Iron Mountain India Private Limited or Iron Mountain Services Private Limited (in each case provided such entity is not material to the business, assets, property or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole); and
(V) on each Foreign Subsidiary Holdco Release Date for each Foreign Subsidiary Holdco (x) such Foreign Subsidiary Holdco shall not be required to be or become a party to the Subsidiary Guarantee or otherwise Guarantee the obligations of the Borrowers hereunder and shall be released therefrom and (y) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any such Foreign Subsidiary Holdco and any pledge of any Voting Shares of such Foreign Subsidiary Holdco in excess of such number shall be released.
(d) The Parent will not permit any of its Restricted Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into into, after the Closing Date, any indenture, agreement, instrument or other arrangement (other than this Agreement any agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) and the other Loan Senior Subordinated Debt Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness of the Borrower and its Restricted SubsidiariesIndebtedness, or the declaration or payment of dividends dividends, the making of loans, advances or Investments or the granting of Liens, the sale, assignment, transfer or other disposition of Property (except for customary provisions restricting the granting of Liens on Property or the sale, assignment or other disposition of Property, to the extent (w) such provisions are contained in an agreement evidencing the payment of Indebtedness that is permitted under Section 9.08(v), (x) such Indebtedness is secured by a Lien permitted to exist under Section 9.13 and (y) such agreement prohibits the creation of any other Lien on only the Property securing such Indebtedness as of the day such agreement was entered into).
(e) Notwithstanding the other provisions of this Agreement, the Canadian Borrowers shall be required to pledge the Capital Stock owned by them of their respective Subsidiaries and other property of the type constituting Collateral under the Canadian Borrower or any of its Restricted SubsidiariesPledge Agreement, in each case to the extent required by the Canadian Borrower Pledge Agreement.
Appears in 1 contract
Samples: Credit Agreement (Iron Mountain Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own owns (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Instruments) at least the same percentage all of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)its Subsidiaries. Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower shall not, and shall not permit any of its Restricted Subsidiaries shall to, sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor or permit any Pledged Subsidiary of its Subsidiaries to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor)Borrower. In the event that any such additional shares of stock are shall be issued by any Pledged SubsidiarySubsidiary of the Borrower, the respective Obligor Borrower agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents Instruments the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except Instruments.
(b) Promptly (but in any event within thirty (30) days) following the creation of any Subsidiary (other than a shell acquisition subsidiary with little or no assets) of the Borrower following the Closing Date, or the acquisition of any Person by a Borrower or any Subsidiary thereof pursuant to which such Person becomes a direct or indirect Subsidiary of the Borrower, the Borrower (i) shall notify the Agent in writing of the creation or acquisition of such Subsidiary (and the Agent shall promptly thereafter notify the Lenders) and (ii) shall cause such Subsidiary to become a guarantor of the performance of the Obligations and to execute and deliver a Subsidiary Guaranty and a Subsidiary Security Agreement and such other documents, in form and substance satisfactory to the Agent, as expressly permitted the Agent shall reasonably require in order to confirm the authorization and enforceability of such guaranty.
(c) Promptly (but in any event within thirty (30) days) following the creation of any Subsidiary (other than a shell acquisition subsidiary with little or no assets) of the Borrower following the Closing Date, or the acquisition of any Person by this Agreementa Borrower or any Subsidiary thereof pursuant to which such Person becomes a direct or indirect Subsidiary of the Borrower, the Borrower shall not and shall not permit any of its Restricted Subsidiaries (i) cause such Subsidiary to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and grant to the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has Agent for the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness benefit of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted Subsidiaries.Lenders a
Appears in 1 contract
Samples: Revolving Credit Agreement (American Dental Partners Inc)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer is a Wholly Owned Subsidiary (except for any stock or otherwise dispose other equity interests of any shares of stock in any Pledged such Subsidiary which is owned by ita third party as of the Effective Date, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligoras listed in Schedule IV hereto). In the event that any such additional shares of capital stock are or other ownership interests shall be issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the relevant Security Documents Document the certificates evidencing such shares of stockstock or other ownership interests (in the case of a Foreign Subsidiary, only to the extent required under paragraph (b) below), if any, accompanied by undated stock or transfer powers executed in blank and shall to take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the relevant Security Documents. Except Document; PROVIDED that, in the event of any Domestic Subsidiary organized as expressly permitted by this Agreementa partnership or limited liability company, the Borrower shall not cause each of the partners or members thereof, as the case may be, to enter into a pledge agreement in form and substance satisfactory to the Agent pursuant to which the Agent, on behalf of the Lenders, shall be granted a first priority perfected security interest in all of the equity interests of such partnership or limited liability company to secure the obligations owing to the Lenders hereunder and under the other Credit Documents, subject to no other Lien (and the organizational document for such partnership or limited liability company shall expressly authorize each such partner or member to so pledge its equity interests therein and shall contain no other restriction against the Agent enforcing such security interest and transferring such equity interests to a third party).
(b) The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower are "Subsidiary Guarantors" under the Subsidiary Guarantee. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof, the Borrower and its Subsidiaries will cause such new Subsidiary to:
(i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee and under the Subsidiary Guarantor Security Agreement pursuant to an instrument satisfactory to the Agent;
(ii) cause such Subsidiary to take such action (including delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the Property of such new Subsidiary (other than real Property interests) as collateral security for the obligations of such new Subsidiary thereunder; and
(iii) deliver such proof of corporate action, incumbency of officers and other documents (other than opinions of counsel) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Effective Date or as the Agent shall have reasonably requested; PROVIDED that if such Subsidiary is a Foreign Subsidiary, such Subsidiary shall not be required to become a Subsidiary Guarantor under the Subsidiary Guarantee or a Securing Party under the Subsidiary Guarantor Security Agreement and, if such Subsidiary is a direct Domestic Subsidiary of the Borrower or of a Domestic Subsidiary of the Borrower, the Borrower shall forthwith pledge, or cause such Subsidiary to pledge, to the Agent (for the benefit of the Lenders) under the relevant Security Document (or, at the request of the Agent, under a pledge or other similar agreement governed by the law of such Foreign Subsidiary's jurisdiction of organization) (x) 65% of the voting capital stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors of such Subsidiary and (y) 100% of all other stock of such Foreign Subsidiary
(c) The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into, incur or permit to enter into exist any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness Indebtedness, the granting of the Borrower and its Restricted SubsidiariesLiens, or the declaration or payment of dividends dividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property, in each case by any Subsidiary; PROVIDED that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (ii) customary restrictions and conditions contained in agreements relating to the Borrower sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) customary provisions in leases and other contracts entered into in the ordinary course of its Restricted Subsidiariesbusiness restricting the assignment thereof and (v) any such restriction in existence on the date hereof and that could not have a Material Adverse Effect.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shallThe Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents Pledge Agreement as is owned on the date of this Agreement hereof or, in the case of New Wholly Wholly-Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons)hereof, the stock of which are required to be subject to the Lien of the Security DocumentsPledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “"Pledged Subsidiary”"). Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower Company and its Restricted Subsidiaries shall will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower Company or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security DocumentsPledge Agreement. Except as expressly permitted by this Agreement, the Borrower shall The Company will not and shall will not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan DocumentsIndenture included in the Senior Subordinated Debt Documents as initially in effect) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness of the Borrower Company and its Restricted Subsidiaries, or the granting of Liens (other than Liens on Properties securing Non-Recourse Debt), the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the (a) The Borrower shallwill, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at is a Wholly Owned Subsidiary.
(b) The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all times own (subject only to the Lien Subsidiaries of the Security Documents and Liens permitted by Section 9.06) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement orBorrower are Subsidiary Guarantors and, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons)thereby, the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”)parties hereunder. Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted Subsidiaries shall form or acquire any new Subsidiary, the Borrower or the respective Subsidiary will cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder pursuant to a written instrument in form and substance reasonably satisfactory to the Administrative Agent, and to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as the Administrative Agent shall have reasonably requested. Upon the creation of any new Subsidiaries, the stock thereof shall be pledged as collateral for the Loans and such new Subsidiary shall enter into an amendment of the Security Agreement and Negative Pledge to ensure that they are a party thereunder.
(c) Upon the creation of any new Subsidiaries, Borrower shall furnish to the Administrative Agent and each Lender a certificate, certified as true and correct by a Financial Officer, setting forth a list, as of such date, of all of the real property interests held by the new Subsidiary, indicating whether the property is owned or leased, the location of the property, and the book value of each property. In the event such real property interest has a book value of more than $2,000,000, Borrower and its Subsidiaries shall comply with the provisions of Section 5.10 hereof.
Appears in 1 contract
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shallThe Company will, and shall will cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower Company and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents Pledge Agreement as is owned on the date of this Agreement hereof or, in the case of New Wholly Wholly-Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement hereof (other than Funding Co., 3189503, Canadian Forest Oil, and any Wholly Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security DocumentsPledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”"PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing and except as permitted by Section 9.05foregoing, none of the Borrower Company and its Restricted Subsidiaries shall will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower Company or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security DocumentsPledge Agreement. Except as expressly permitted by this Agreement, the Borrower shall The Company will not and shall will not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this the Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Funding Credit Agreement as initially in effect and the other Loan DocumentsDocuments (as defined therein) and the Canadian Forest Oil Credit Agreement as initially in effect and the other Loan Documents (as defined therein)) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon upon, the incurrence or payment of Indebtedness of the Borrower Company and its Restricted Subsidiaries, or the granting of Liens, the declaration or payment of dividends to dividends, the Borrower making of loans, advances or any Investments or the sale, assignment, transfer or other disposition of its Restricted SubsidiariesProperty.
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Certain Obligations Respecting Subsidiaries. Except as permitted by Section 9.05 hereof, the Borrower shall, and shall cause each of its Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Restricted Subsidiaries at all times own (subject only to the Lien of the Security Documents and Liens permitted by Section 9.06Documents) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, in the case of New Wholly Owned Subsidiaries which are Restricted Subsidiaries created or acquired after the date of this Agreement (other than any Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, none of the Borrower and its Restricted Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. Except as expressly permitted by this Agreement, the Borrower shall not and shall not permit any of its Restricted Subsidiaries to enter into any indenture, agreement, instrument or other arrangement (other than this Agreement and the other Loan Documents) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes conditions upon the incurrence or payment of Indebtedness of the Borrower and its Restricted Subsidiaries, or the declaration or payment of dividends to the Borrower or any of its Restricted Subsidiaries.the
Appears in 1 contract
