Closing Date Collateral. To the extent that any security interests (including the creation or perfection thereof) in any Collateral cannot be provided or perfected on the Closing Date after the U.S. Borrower’s use of commercially reasonable efforts to do so (other than (1) with respect to the Credit Parties (other than the Target Companies) (the “Buyer Loan Parties”), grants of security interests in Collateral subject to the UCC that may be perfected by the filing of UCC financing statements (but excluding transmitting utility financing statements, which, if applicable, will be required to be filed within ten (10) Business Days following the Closing Date), (2) the pledge and delivery by the Buyer Loan Parties of stock or other equity certificates evidencing certificated stock or other types of Equity Interests that are part of the Collateral (provided that (x) such equity certificates with respect to the Target Companies will be required to be delivered on the Closing Date only to the extent received from the Target after the U.S. Borrower’s use of commercially reasonable efforts to obtain such certificates on or prior to the Closing Date and (y) such equity certificates with respect to any Subsidiary of the U.S. Borrower not delivered under the Borrower Existing Credit Agreement will be required to be delivered on the Closing Date only to the extent in the U.S. Borrower’s possession after the U.S. Borrower’s use of commercially reasonably efforts to obtain such certificates on or prior to the Closing Date, and if such stock certificates are not in the U.S. Borrower’s possession on the Closing Date, then, in the case of the preceding clauses (x) and (y), such stock certificates will be required to be delivered within forty-five (45) days following the Closing Date (or such later date as may be agreed by the Administrative Agent), (3) with respect to the Buyer Loan Parties, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office (as applicable) and (4) a pledge of 100% of the Equity Interests of the Purchaser (the “Purchaser Pledge Agreement”)), the provision and/or perfection of security interests therein shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but shall be required to be provided and/or perfected pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Applicable Borrower, each acting reasonably, within ninety (90) days following the Closing Date (or (x) one hundred twenty (120) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a U.S. Credit Party and located in the United States (or, in any case, such longer period as may be agreed by the Administrative Agent), (y) one hundred twenty (120) days following the Closing Date in the case of any actions required in any non-U.S. jurisdiction in order to create or perfect a security interest in any Collateral and (z) one hundred fifty (150) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a Non-U.S. EMEA Credit Party and located in its jurisdiction of organization (solely, in each case, to the extent that the creation or perfection of such security interest is required under the applicable Loan Documents or, in each case such later date as may be agreed by the Administrative Agent) (collectively, the “Funding Conditions Provision”); provided that: (i) the U.S. Borrower, the EMEA Borrower and each Closing Date Subsidiary Guarantor shall, as relevant, (A) file or cause to be filed any transmitting utility financing statements within ten (10) Business Days following the Closing Date and (B) deliver any Closing Date Undelivered Stock Certificates within forty-five (45) days after the Closing Date (or, with respect to any Closing Date Undelivered Stock Certificates, such later date as may be agreed by the Administrative Agent);
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Closing Date Collateral. To the extent that any security interests (including the creation or perfection thereof) in any Collateral cannot be provided or perfected on the Closing Date after the U.S. Borrower’s use of commercially reasonable efforts to do so (other than (1) with respect to the Credit Parties (other than the Target Companies) (the “Buyer Loan Parties”), grants of security interests in Collateral subject to the UCC that may be perfected by the filing of UCC financing statements (but excluding transmitting utility financing statements, which, if applicable, will be required to be filed within ten (10) Business Days following the Closing Date), ) and (2) the pledge and delivery by the Buyer Loan Parties of stock or other equity certificates evidencing certificated stock or other types of Equity Interests that are part of the Collateral (provided that (x) such equity certificates with respect to the Target Companies will be required to be delivered on the Closing Date only to the extent received from the Target after the U.S. Borrower’s use of commercially reasonable efforts to obtain such certificates on or prior to the Closing Date and (y) such equity certificates with respect to any Subsidiary of the U.S. Borrower not delivered under the Borrower Existing Credit Agreement will be required to be delivered on the Closing Date only to the extent in the U.S. Borrower’s possession after the U.S. Borrower’s use of commercially reasonably efforts to obtain such certificates on or prior to the Closing Date, and if such stock certificates are not in the U.S. Borrower’s possession on the Closing Date, then, in the case of the preceding clauses (x) and (y), such stock certificates will be required to be delivered within forty-five (45) days following the Closing Date (or such later date as may be agreed by the Administrative Agent), (3) with respect to the Buyer Loan Parties, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office (as applicable) and (4) a pledge of 100% of the Equity Interests of the Purchaser (the “Purchaser Pledge Agreement”)), the provision and/or perfection of security interests therein shall not constitute a condition precedent to the availability of the Credit Facilities Facility on the Closing Date, but shall be required to be provided and/or perfected pursuant to arrangements and timing to be mutually agreed by the Administrative Agent Required Lenders and the Applicable Borrower, each acting reasonably, within ninety (90) days following the Closing Date (or (x) one hundred twenty (120) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a U.S. Credit Party and located in the United States (or, in any case, such longer period as may be agreed by the Administrative AgentRequired Lenders), ) and (y) one hundred twenty (120) days following the Closing Date in the case of any actions required in any non-U.S. jurisdiction in order to create or perfect a security interest in any Collateral and (z) one hundred fifty (150) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a Non-U.S. EMEA Credit Party and located in its jurisdiction of organization (solely, in each case, to the extent that the creation or perfection of such security interest is required under the applicable Loan Documents or, in each case such later date as may be agreed by the Administrative AgentAgent (at the direction of the Required Lenders)) (collectively, the “Funding Conditions Provision”); provided that: (i) the U.S. Borrower, the EMEA Borrower and each Closing Date Subsidiary Guarantor shall, as relevant, (A) file or cause to be filed any transmitting utility financing statements within ten (10) Business Days following the Closing Date and (B) deliver any Closing Date Undelivered Stock Certificates within forty-five (45) days after the Closing Date (or, with respect to any Closing Date Undelivered Stock Certificates, such later date as may be agreed by the Administrative Agent);:
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Samples: Priming Facility Credit Agreement (GTT Communications, Inc.)
Closing Date Collateral. To the extent that any security interests (including the creation or perfection thereof) in any Collateral cannot be provided or perfected on the Closing Date after the U.S. Borrower’s use of commercially reasonable efforts to do so (other than (1) with respect to the Credit Parties (other than the Target Companies) (the “Buyer Loan Parties”), grants of security interests in Collateral subject to the UCC that may be perfected by the filing of UCC financing statements (but excluding transmitting utility financing statements, which, if applicable, will be required to be filed within ten (10) Business Days following the Closing Date), (2) the pledge and delivery by the Buyer Loan Parties of stock or other equity certificates evidencing certificated stock or other types of Equity Interests that are part of the Collateral (provided that (x) such equity certificates with respect to the Target Companies will be required to be delivered on the Closing Date only to the extent received from the Target after the U.S. Borrower’s use of commercially reasonable efforts to obtain such certificates on or prior to the Closing Date and (y) such equity certificates with respect to any Subsidiary of the U.S. Borrower not delivered under the Borrower Existing Credit Agreement will be required to be delivered on the Closing Date only to the extent in the U.S. Borrower’s possession after the U.S. Borrower’s use of commercially reasonably efforts to obtain such certificates on or prior to the Closing Date, and if such stock certificates are not in the U.S. Borrower’s possession on the Closing Date, then, in the case of the preceding clauses (x) and (y), such stock certificates will be required to be delivered within forty-five (45) days following the Closing Date (or such later date as may be agreed by the Administrative Agent), (3) with respect to the Buyer Loan Parties, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office (as applicable) and (4) a pledge of 100% of the Equity Interests of the Purchaser (the “Purchaser Pledge Agreement”)), the provision and/or perfection of security interests therein shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but shall be required to be provided and/or perfected pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Applicable Borrower, each acting reasonably, within ninety (90) days following the Closing Date (or (x) one hundred twenty (120) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a U.S. Credit Party and located in the United States (or, in any case, such longer period as may be agreed by the Administrative Agent), (y) one hundred twenty (120) days following the Closing Date in the case of any actions required in any non-U.S. jurisdiction in order to create or perfect a security interest in any Collateral and (z) one hundred fifty (150) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a Non-U.S. EMEA Credit Party and located in its jurisdiction of organization (solely, in each case, to the extent that the creation or perfection of such security interest is required under the applicable Loan Documents or, in each case such later date as may be agreed by the Administrative Agent) (collectively, the “Funding Conditions Provision”); provided that: (i) the U.S. Borrower, the EMEA Borrower and each Closing Date Subsidiary Guarantor shall, as relevant, (A) file or cause to be filed any transmitting utility financing statements within ten (10) Business Days following the Closing Date and (B) deliver any Closing Date Undelivered Stock Certificates within forty-five (45) days after the Closing Date (or, with respect to any Closing Date Undelivered Stock Certificates, such later date as may be agreed by the Administrative Agent);:
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Closing Date Collateral. To the extent that any security interests (including the creation or perfection thereof) in any Collateral cannot be provided or perfected on the Closing Date after the U.S. Borrower’s use of commercially reasonable efforts to do so (other than (1) with respect to the Credit Parties (other than the Target Companies) (the “Buyer Loan Parties”), grants of security interests in Collateral subject to the UCC that may be perfected by the filing of UCC financing statements (but excluding transmitting utility financing statements, which, if applicable, will be required to be filed within ten (10) Business Days following the Closing Date), (2) the pledge and delivery by the Buyer Loan Parties of stock or other equity certificates evidencing certificated stock or other types of Equity Interests that are part of the Collateral (provided that (x) such equity certificates with respect to the Target Companies will be required to be delivered on the Closing Date only to the extent received from the Target after the U.S. Borrower’s use of commercially reasonable efforts to obtain such certificates on or prior to the Closing Date and (y) such equity certificates with respect to any Subsidiary of the U.S. Borrower not delivered under the Borrower Existing Credit Agreement will be required to be delivered on the Closing Date only to the extent in the U.S. Borrower’s possession after the U.S. Borrower’s use of commercially reasonably efforts to obtain such certificates on or prior to the Closing Date, and if such stock certificates are not in the U.S. Borrower’s possession on the Closing Date, then, in the case of the preceding clauses (x) and (y), such stock certificates will be required to be delivered within forty-five (45) days following the Closing Date (or such later date as may be agreed by the Administrative Agent), (3) with respect to the Buyer Loan Parties, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office (as applicable) and (4) a pledge of 100% of the Equity Interests of the Purchaser (the “Purchaser Pledge Agreement”)), 119 the provision and/or perfection of security interests therein shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but shall be required to be provided and/or perfected pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Applicable Borrower, each acting reasonably, within ninety (90) days following the Closing Date (or (x) one hundred twenty (120) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a U.S. Credit Party and located in the United States (or, in any case, such longer period as may be agreed by the Administrative Agent), (y) one hundred twenty (120) days following the Closing Date in the case of any actions required in any non-U.S. jurisdiction in order to create or perfect a security interest in any Collateral and (z) one hundred fifty (150) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a Non-U.S. EMEA Credit Party and located in its jurisdiction of organization (solely, in each case, to the extent that the creation or perfection of such security interest is required under the applicable Loan Documents or, in each case such later date as may be agreed by the Administrative Agent) (collectively, the “Funding Conditions Provision”); provided that: (i) the U.S. Borrower, the EMEA Borrower and each Closing Date Subsidiary Guarantor shall, as relevant, (A) file or cause to be filed any transmitting utility financing statements within ten (10) Business Days following the Closing Date and (B) deliver any Closing Date Undelivered Stock Certificates within forty-five (45) days after the Closing Date (or, with respect to any Closing Date Undelivered Stock Certificates, such later date as may be agreed by the Administrative Agent);:
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Closing Date Collateral. To the extent that any security interests (including the creation or perfection thereof) in any Collateral cannot be provided or perfected on the Closing Date after the U.S. Borrower’s use of commercially reasonable efforts to do so (other than (1) with respect to the Credit Parties (other than the Target Companies) (the “Buyer Loan Parties”), grants of security interests in Collateral subject to the UCC that may be perfected by the filing of UCC financing statements (but excluding transmitting utility financing statements, which, if applicable, will be required to be filed within ten (10) Business Days following the Closing Date), ) and (2) the pledge and delivery by the Buyer Loan Parties of stock or other equity certificates evidencing certificated stock or other types of Equity Interests that are part of the Collateral (provided that (x) such equity certificates with respect to the Target Companies will be required to be delivered on the Closing Date only to the extent received from the Target after the U.S. Borrower’s use of commercially reasonable efforts to obtain such certificates on or prior to the Closing Date and (y) such equity certificates with respect to any Subsidiary of the U.S. Borrower not delivered under the Borrower Existing Credit Agreement will be required to be delivered on the Closing Date only to the extent in the U.S. Borrower’s possession after the U.S. Borrower’s use of commercially reasonably efforts to obtain such certificates on or prior to the Closing Date, and if such stock certificates are not in the U.S. Borrower’s possession on the Closing Date, then, in the case of the preceding clauses (x) and (y), such stock certificates will be required to be delivered within forty-five (45) days following the Closing Date (or such later date as may be agreed by the Administrative Agent), (3) with respect to the Buyer Loan Parties, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office (as applicable) and (4) a pledge of 100% of the Equity Interests of the Purchaser (the “Purchaser Pledge Agreement”)), the provision and/or perfection of security interests therein shall not constitute a condition precedent to the availability of the Credit Facilities Facility on the Closing Date, but shall be required to be provided and/or perfected pursuant to arrangements and timing to be mutually agreed by the Administrative Agent Required Lenders and the Applicable Borrower, each acting reasonably, within ninety (90) days following the Closing Date (or (x) one hundred twenty (120) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a U.S. Credit Party and located in the United States (or, in any case, such longer period as may be agreed by the Administrative AgentRequired Lenders), ) and (y) one hundred twenty (120) days following the Closing Date in the case of any actions required in any non-U.S. jurisdiction in order to create or perfect a security interest in any Collateral and (z) one hundred fifty (150) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a Non-U.S. EMEA Credit Party and located in its jurisdiction of organization (solely, in each case, to the extent that the creation or perfection of such security interest is required under the applicable Loan Documents or, in each case such later date as may be agreed by the Administrative AgentAgent (at the direction of the Required Lenders)) (collectively, the “Funding Conditions Provision”); provided that: (i) the U.S. Borrower, the EMEA Borrower and each Closing Date Subsidiary Guarantor shall, as relevant, (A) file or cause to be filed any transmitting utility financing statements within ten (10) Business Days following the Closing Date and (B) deliver any Closing Date Undelivered Stock Certificates within forty#4842-five (45) days after the Closing Date (or, with respect to any Closing Date Undelivered Stock Certificates, such later date as may be agreed by the Administrative Agent);1976-9300 #4848-6974-4858
Appears in 1 contract
Samples: Priming Facility Credit Agreement (GTT Communications, Inc.)
Closing Date Collateral. To the extent that any security interests (including the creation or perfection thereof) in any Collateral cannot be provided or perfected on 178 -178- the Closing Date after the U.S. Borrower’s use of commercially reasonable efforts to do so (other than (1) with respect to the Credit Parties (other than the Target Companies) (the “Buyer Loan Parties”), grants of security interests in Collateral subject to the UCC that may be perfected by the filing of UCC financing statements (but excluding transmitting utility financing statements, which, if applicable, will be required to be filed within ten (10) Business Days following the Closing Date), (2) the pledge and delivery by the Buyer Loan Parties of stock or other equity certificates evidencing certificated stock or other types of Equity Interests that are part of the Collateral (provided that (x) such equity certificates with respect to the Target Companies will be required to be delivered on the Closing Date only to the extent received from the Target after the U.S. Borrower’s use of commercially reasonable efforts to obtain such certificates on or prior to the Closing Date and (y) such equity certificates with respect to any Subsidiary of the U.S. Borrower not delivered under the Borrower Existing Credit Agreement will be required to be delivered on the Closing Date only to the extent in the U.S. Borrower’s possession after the U.S. Borrower’s use of commercially reasonably efforts to obtain such certificates on or prior to the Closing Date, and if such stock certificates are not in the U.S. Borrower’s possession on the Closing Date, then, in the case of the preceding clauses (x) and (y), such stock certificates will be required to be delivered within forty-five (45) days following the Closing Date (or such later date as may be agreed by the Administrative Agent), (3) with respect to the Buyer Loan Parties, the filing of short-form security agreements with the United States Patent and Trademark Office or the United States Copyright Office (as applicable) and (4) a pledge of 100% of the Equity Interests of the Purchaser (the “Purchaser Pledge Agreement”)), the provision and/or perfection of security interests therein shall not constitute a condition precedent to the availability of the Credit Facilities on the Closing Date, but shall be required to be provided and/or perfected pursuant to arrangements and timing to be mutually agreed by the Administrative Agent and the Applicable Borrower, each acting reasonably, within ninety (90) days following the Closing Date (or (x) one hundred twenty (120) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a U.S. Credit Party and located in the United States (or, in any case, such longer period as may be agreed by the Administrative Agent), (y) one hundred twenty (120) days following the Closing Date in the case of any actions required in any non-U.S. jurisdiction in order to create or perfect a security interest in any Collateral and (z) one hundred fifty (150) days following the Closing Date in the case of any actions necessary to provide and/or perfect a security interest that is required to be granted and perfected in any facility constituting Real Property that is owned by a Non-U.S. EMEA Credit Party and located in its jurisdiction of organization (solely, in each case, to the extent that the creation or perfection of such security interest is required under the applicable Loan Documents or, in each case such later date as may be agreed by the Administrative Agent) (collectively, the “Funding Conditions Provision”); provided that: (i) the U.S. Borrower, the EMEA Borrower and each Closing Date Subsidiary Guarantor shall, as relevant, (A) file or cause to be filed any transmitting utility financing statements within ten (10) Business Days following the Closing Date and (B) deliver any Closing Date Undelivered Stock Certificates within forty-five (45) days after the Closing Date (or, with respect to any Closing Date Undelivered Stock Certificates, such later date as may be agreed by the Administrative Agent);179
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