Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each Borrower shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Documents granting or providing for the following: (i) Loan Party Guaranties of all present and future Guarantors. (ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as terms are defined in the UCC) and all other personal property of each Loan Party. (iii) Mortgages granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future material fee real property (including fixtures) of each Loan Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expense. (iv) All other security and collateral described in the Collateral Documents. (b) Each Borrower agrees that it will promptly, and in any event within five (5) Business Days, notify the Administrative Agent of the formation or acquisition of any Subsidiary or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each Borrower agrees that it will promptly, and in any event within five (5) Business Days, execute and deliver, and cause each Loan Party to execute and deliver, promptly, and in any event within five (5) Business Days, upon the request of the Administrative Agent, such joinder agreements, Loan Party Guaranties and other Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers shall deliver, and cause each other Loan Party to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by any Loan Party and required to be pledged with any blank stock or other powers required by the Administrative Agent. Additionally, the Borrowers shall execute and deliver, and cause each other Loan Party to execute and deliver, promptly, and in any event within five (5) Business Days, upon the request of the Administrative Agent, such certificates, legal opinions, insurance, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each Borrower shall use commercially reasonable efforts to cause each lessor of real property to any Loan Party where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative Agent. Each Borrower shall execute and deliver, and cause each other Loan Party to execute and deliver, promptly, and in any event within five (5) Business Days, upon the request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan Parties, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of Default unless otherwise agreed to by the Administrative Agent. (c) Notwithstanding anything to the contrary in this Agreement, the Borrowers acknowledge that all Subsidiaries of any of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.
Appears in 2 contracts
Samples: Floor Plan First Lien Credit Agreement (B. Riley Principal Merger Corp.), Abl First Lien Credit Agreement (B. Riley Principal Merger Corp.)
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each Borrower the Borrowers shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Documents granting or providing for the following:
(i) Loan Party Secured Obligation Guaranties of all present and future Guarantorseach Guarantor.
(ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02Permitted Liens, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as those terms are defined in the UCC) and all other personal property of Altair Engineering and each other Guarantor, but excluding any patents, copyrights, patent applications or copyright applications or any trade secrets or software products; and, provided that the pledge of any Equity Interests in any Foreign Subsidiaries or Foreign Subsidiary Holding Companies shall (x) be limited to material Foreign Subsidiary Holding Companies and material first-tier Foreign Subsidiaries directly owned by a Loan PartyParty (in each case as reasonably determined by the Administrative Agent), and (y) not exceed 66% of the voting Equity Interests of any such Foreign Subsidiary Holding Company or Foreign Subsidiary described in the foregoing clause (x) if pledging a greater percentage would cause an adverse tax consequence for Altair Engineering. Altair Engineering shall promptly take, and promptly cause its Subsidiaries to take, any additional actions, if any, requested by the Administrative Agent to further document the required pledge of the Equity Interests in any Foreign Subsidiaries.
(iii) Mortgages Collateral Documents and other documents and conditions required by the Administrative Agent with respect to any present and future real property owned by Altair Engineering or any other Guarantor granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02Permitted Liens, on all such present and future material fee owned real property (including fixtures) property. As of each Loan Partythe date of the First Amendment to this Agreement, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent will not be taking a mortgage on the Supplemental Headquarters Property and requesting the other requirements under this Section 5.09(a)(iii) with respect to the Supplemental Headquarters Property, and the Borrowers acknowledge and agree that the Administrative Agent reserves the right to do so hereunder at any time with respect to the Borrowers’ expenseSupplemental Headquarters Property and any other present and future real property owned by Altair Engineering or any other Guarantor.
(iv) All other security and collateral described in the Collateral Documents.
(b) Each Domestic Borrower agrees that it will promptly, and in any event within five (5) Business Days, promptly notify the Administrative Agent of the formation or acquisition of any Subsidiary or other Subsidiary or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each Domestic Borrower agrees that it will promptly, and in any event within five (5) Business Days, promptly execute and deliver, and cause each Loan Party Domestic Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such joinder agreements, Loan Party Guaranties and other additional Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for Agent the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers Each Domestic Borrower shall deliver, and cause each other Loan Party Guarantor to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by any Loan Party and required to be pledged Domestic Borrower or any Domestic Subsidiary with any blank stock or other powers required by the Administrative Agent. Additionally, the Borrowers each Domestic Borrower shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such certificates, legal opinions, title work and insurance, surveys, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each Borrower shall use commercially reasonable efforts to cause each lessor of real property to any Loan Party where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative Agent. Each Domestic Borrower shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan PartiesCompanies, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of a Default unless otherwise agreed to by the Administrative Agent. Altair Engineering will take such additional actions, and deliver such additional agreements and documents, as requested by the Administrative Agent to obtain a perfected security interest in 66% of the voting Equity Interests of each material first-tier Foreign Subsidiary (in each case as reasonably determined by the Administrative Agent) requested by the Administrative Agent.
(c) Notwithstanding anything The Loan Parties agree to deliver officer certificates and resolutions ratifying the Transactions, all in form and substance reasonably satisfactory to the contrary in this AgreementAdministrative Agent and its counsel, the Borrowers acknowledge that all Subsidiaries of any of the Borrowerson or before June 30, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder2017.
Appears in 2 contracts
Samples: Credit Agreement (Altair Engineering Inc.), Credit Agreement (Altair Engineering Inc.)
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each Borrower shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Documents granting or providing for the following:
(i) Loan Party Guaranties of all present and future Guarantors.
(ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as terms are defined in the UCC) and all other personal property of each Loan Party.
(iii) Mortgages granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future material fee real property (including fixtures) of each Loan Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expense; provided that the Borrowers shall not be required to grant Mortgages on the Xxxxxx Property.
(iv) All other security and collateral described in the Collateral Documents.
(b) Each Borrower agrees that it will promptly, and in any event within five (5) Business Days, notify the Administrative Agent of the formation or acquisition of any Subsidiary or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each Borrower agrees that it will promptly, and in any event within five (5) Business Days, execute and deliver, and cause each Loan Party to execute and deliver, promptly, and in any event within five (5) Business Days, upon the request of the Administrative Agent, such joinder agreements, Loan Party Guaranties and other Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens Xxxxx contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot ActAct and any applicable Canadian AML Legislation. The Borrowers shall deliver, and cause each other Loan Party to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by any Loan Party and required to be pledged with any blank stock or other powers required by the Administrative Agent. Additionally, the Borrowers shall execute and deliver, and cause each other Loan Party to execute and deliver, promptly, and in any event within five (5) Business Days, upon the request of the Administrative Agent, such certificates, legal opinions, insurance, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each Borrower shall use commercially reasonable efforts to cause each lessor of real property to any Loan Party where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative Agent. Each Borrower shall execute and deliver, and cause each other Loan Party to execute and deliver, promptly, and in any event within five (5) Business Days, upon the request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan Parties, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of Default unless otherwise agreed to by the Administrative Agent.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrowers acknowledge that all Subsidiaries of any of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.
Appears in 2 contracts
Samples: Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.), Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.)
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each Borrower shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Documents granting or providing for the following:
(i) Loan Party Guaranties of all present and future Guarantors.
(ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as terms are defined in the UCC) and all other personal property of each Loan Party.
(iii) Mortgages granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future material fee real property (including fixtures) of each Loan Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expense; provided that the Borrowers shall not be required to grant Mortgages on the Xxxxxx Property.
(iv) All other security and collateral described in the Collateral Documents.
(b) Each Borrower agrees that it will promptly, and in any event within five (5) Business Days, notify the Administrative Agent of the formation or acquisition of any Subsidiary or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each Borrower agrees that it will promptly, and in any event within five (5) Business Days, execute and deliver, and cause each Loan Party to execute and deliver, promptly, and in any event within five (5) Business Days, upon the request of the Administrative Agent, such joinder agreements, Loan Party Guaranties and other Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers shall deliver, and cause each other Loan Party to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by any Loan Party and required to be pledged with any blank stock or other powers required by the Administrative Agent. Additionally, the Borrowers shall execute and deliver, and cause each other Loan Party to execute and deliver, promptly, and in any event within five (5) Business Days, upon the request of the Administrative Agent, such certificates, legal opinions, insurance, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each Borrower shall use commercially reasonable efforts to cause each lessor of real property to any Loan Party where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative Agent. Each Borrower shall execute and deliver, and cause each other Loan Party to execute and deliver, promptly, and in any event within five (5) Business Days, upon the request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan Parties, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of Default unless otherwise agreed to by the Administrative Agent.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrowers acknowledge that all Subsidiaries of any of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.
Appears in 2 contracts
Samples: Abl First Lien Credit Agreement (Alta Equipment Group Inc.), Floor Plan First Lien Credit Agreement (Alta Equipment Group Inc.)
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each Borrower the Borrowers shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Documents granting or providing for the following:
(i) Loan Party Guaranties of all present and future GuarantorsU.S. and Canadian Subsidiaries of the Parent and each Borrower.
(ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as those terms are defined in the UCC) and all other personal property of the Borrowers and each Loan PartyGuarantor.
(iii) Mortgages granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future material fee real property (including fixtures) of each Loan Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expense.
(iv) All other security and collateral described in the Collateral Documents.
(b) Each Borrower The Parent agrees that it will promptly, and in any event within five (5) Business Days, promptly notify the Administrative Agent of the formation or acquisition of any Subsidiary or the acquisition of any assets on which a Lien is required to be granted under 5.09(a)(ii) or (iii) and that is not covered by existing Collateral Documents. Each Borrower The Parent agrees that it will promptly, and in any event within five (5) Business Days, promptly execute and deliver, and cause each Loan Party Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such joinder agreements, Loan Party Guaranties and other additional Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers Parent shall deliver, and cause each other Loan Party Guarantor to deliver, to the Administrative Agent all original instruments payable to it and all securities and other certificates for any Equity Interests held by it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates transfer powers with respect to any Equity Interests owned by any Loan Party and required to be pledged with any blank stock or other powers thereto reasonably required by the Administrative Agent. Additionally, the Borrowers Parent shall execute and deliver, and cause each other Loan Party Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such certificates, legal opinions, insurance, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each Borrower Without limiting the foregoing, the Parent agrees that it will deliver, and cause each Guarantor to deliver, within 45 days after the Effective Date, all additional Collateral Documents and opinions of counsel requested by the Administrative Agent with respect to (x) the pledge of the Equity Interests of all material Subsidiaries, including the material Subsidiaries that are not organized in the U.S. and Canada, and (y) the perfection of the security interests in the deposit accounts of the Borrowers and Guarantors. The Parent shall use commercially reasonable efforts to cause each lessor of real property to any Loan Party Borrower or Guarantor where any material Collateral valued in excess of $2,500,000 is located in the U.S. or Canada to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative AgentAgent duly executed on behalf of such lessor waiving any distraint, lien and similar rights with respect to any property subject to the Collateral Documents and agreeing to permit the Administrative Agent to enter such premises in connection therewith. Each Borrower The Borrowers shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan PartiesParent and the Subsidiaries, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of a Default unless otherwise agreed to by the Administrative Agent.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrowers acknowledge that all Subsidiaries of any of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.
Appears in 1 contract
Samples: Credit Agreement (Tesco Corp)
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each Borrower shall the Issuers will execute and deliver, or cause to be executed and delivered, to the Lenders Purchasers and the Administrative Agent Agent, Collateral Documents granting or providing for the following:
(i) Loan Notes Party Guaranties of all present and future Guarantors.
(ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as terms are defined in the UCC) and all other personal property of each Loan Notes Party.
(iii) Mortgages granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future material fee real property (including fixtures) of each Loan Notes Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent Required Purchasers and at the BorrowersIssuers’ expense.
(iv) All other security and collateral described in the Collateral Documents.
(b) Each Borrower agrees The Issuers agree that it they will promptly, promptly (and in any event within five (5) 5 Business Days, ) notify the Administrative Agent of the formation or acquisition of any Subsidiary or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each Borrower Issuer agrees that it will promptly, promptly (and in any event within five (5) 5 Business Days, ) execute and deliver, and cause each Loan Notes Party to execute and deliver, promptly, promptly (and in any event within five (5) 5 Business Days, ) upon the request of the Administrative AgentAgent (at the direction of Required Purchasers), such joinder agreements, Loan Notes Party Guaranties and other Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative AgentRequired Purchasers, sufficient to join each Loan Notes Party as a Borrower an Issuer to this Agreement Agreement, as a Guarantor under any Notes Party Guaranty and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative AgentSecured Parties, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers shall Issuers will deliver, and cause each other Loan Notes Party to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by any Loan Notes Party and required to be pledged with any blank stock or other powers required by the Administrative AgentAgent (at the direction of the Required Purchasers). Additionally, the Borrowers shall Issuers will execute and deliver, and cause each other Loan Notes Party to execute and deliver, promptly, promptly (and in any event within five (5) 5 Business Days, ) upon the request of the Administrative AgentAgent (at the direction of Required Purchasers), such certificates, legal opinions, insurance, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent (at the direction of Required Purchasers) may reasonably request in connection therewith. Each Borrower shall The Issuers will use commercially reasonable efforts to cause each lessor of real property to any Loan Notes Party where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative AgentRequired Purchasers. Each Borrower shall The Issuers will execute and deliver, and cause each other Loan Notes Party to execute and deliver, promptly, promptly (and in any event within five (5) 5 Business Days, ) upon the request of the Administrative AgentAgent (at the direction of Required Purchasers), such agreements and instruments evidencing any intercompany loans or other advances among the Loan Notes Parties, or any of them, and all such intercompany loans or other advances owing by any Borrower Issuer or owing by any Guarantor which are not owed to a Borrower an Issuer shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of Default unless otherwise agreed to by the Administrative AgentAgent (at the direction of Required Purchasers).
(c) Notwithstanding anything to the contrary in this Agreement, the Borrowers Issuers acknowledge that all Subsidiaries of any of the BorrowersIssuers, whether now existing or hereafter arising, are required hereunder to become a Borroweran Issuer, Guarantor and Loan Note Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.
Appears in 1 contract
Samples: Note Purchase Agreement (B. Riley Principal Merger Corp.)
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each the Borrower shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Documents granting or providing for the following:
(i) Loan Party Subsidiary Guaranties of all present and future GuarantorsSubsidiaries of the Borrower.
(ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as those terms are defined in the UCC) and all other personal property of the Borrower and each Loan PartyGuarantor.
(iii) Mortgages and other documents and conditions required by the Administrative Agent with respect to any present and future real property owned by the Borrower or any Guarantor granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future material fee owned real property (including fixtures) of each Loan Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expenseproperty.
(iv) All other security and collateral described in the Collateral Documents.
(b) Each The Borrower agrees that it will promptly, and in any event within five (5) Business Days, promptly notify the Administrative Agent of the formation or acquisition of any Subsidiary or other Subsidiary or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each The Borrower agrees agree that it will promptly, and in any event within five (5) Business Days, promptly execute and deliver, and cause each Loan Party Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such joinder agreements, Loan Party Guaranties and other additional Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, the Loan Party Subsidiary Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers Borrower shall deliver, and cause each other Loan Party Guarantor to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by the Borrower or any Loan Party and required to be pledged Subsidiary with any blank stock or other powers required by the Administrative Agent. Additionally, the Borrowers Borrower shall execute and deliver, and cause each other Loan Party Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such certificates, legal opinions, title work and insurance, surveys, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each The Borrower shall use commercially reasonable its best efforts to cause each lessor of real property to the Borrower or any Loan Party Guarantor where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative AgentAgent duly executed on behalf of such lessor waiving any distraint, lien and similar rights with respect to any property subject to the Collateral Documents and agreeing to permit the Administrative Agent to enter such premises in connection therewith. Each The Borrower shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan PartiesBorrower and the Subsidiaries, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of a Default unless otherwise agreed to by the Administrative Agent.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrowers acknowledge that all Subsidiaries of any of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.
Appears in 1 contract
Collateral Security; Further Assurances. (ai) To guarantee or secure the payment when due of the Secured Obligations, each on or before September 30, 2005 the Borrower shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Agent, Collateral Documents granting or providing for the following:
(i) Loan Party Guaranties of all present and future Guarantors.
(iia) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to the Liens permitted by Section 6.02this Agreement and subject to the sharing provisions to be contained in the Intercreditor Agreement, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as those terms are defined in the UCCMichigan Uniform Commercial Code) and all other personal property of the Borrower and of each Guarantor, subject to any exclusions approved by the Required Lenders (all of the foregoing, collectively with the real property subject to a Mortgage required under Section 2.24(b) below, collectively, the "Collateral"). Notwithstanding the foregoing, with respect to Liens granted by the Borrower or any Guarantor on the Capital Stock of any Foreign Subsidiary such Lien shall not exceed 65% of the voting Capital Stock of such Foreign Subsidiary and shall be limited to the Capital Stock of Foreign Subsidiaries that are Material Subsidiaries.
(b) Mortgages granting a Lien on the real property to the extent such Liens are required by the holders of the 2003 Senior Notes.
(ii) On or before September 30, 2005 the Borrower shall cause each of the following conditions to be satisfied:
(a) All Collateral Documents (other than the Intercreditor Agreement, the execution of which is governed by Section 2.24(ii)(b), provided Borrower and Guarantors shall consent to such Intercreditor Agreement after it is agreed to by all parties thereto on terms reasonably requested by the Agent) as reasonably requested by the Agent, in each case duly executed on behalf of the Borrower and the Guarantors, as the case may be, granting to the Lenders and the Agent the Collateral and support specified in Section 2.24 of the Credit Agreement, together with: (v) such resolutions, certificates and opinions of counsel as reasonably requested by the Agent; (w) the recordation, filing and other action (including payment of any applicable taxes or fees) in such jurisdictions as the Lenders or the Agent may deem necessary or appropriate with respect to the Collateral Documents, including the filing of financing statements, Mortgages and other filings which the Lenders or the Agent may deem necessary or appropriate to create, preserve or perfect the liens, security interests and other rights intended to be granted to the Lenders or the Agent thereunder, together with Uniform Commercial Code record searches and other Lien searches in such offices as the Lenders or the Agent may request; (x) evidence that the casualty and other insurance required pursuant to the Loan PartyDocuments is in full force and effect; (y) originals of all instruments and certificates representing all of the outstanding shares of Capital Stock and other securities and instruments to be pledged thereunder, with appropriate stock powers, endorsements and other powers duly executed in blank; and (z) such other evidence that Liens creating a first priority security interest, subject to the Intercreditor Agreement, in the Collateral shall have been created and perfected as requested by the Agent and the satisfaction of all other conditions in connection with the Collateral and the Collateral Documents as reasonably requested by the Agent. So long as the Borrower and its Subsidiaries have complied, and continue to comply, with all of the terms of this Section 2.24 and the Collateral Documents, the failure to perfect the Lien of the Collateral Agent on the Capital Stock of a Material Foreign Subsidiary shall not result in a Default.
(b) The obligations of the Borrower and each Guarantor to grant the Liens set forth in this Section 2.24 shall be conditioned upon the execution by the Agent, on behalf of the Lenders, of an Intercreditor Agreement. Each of the Lenders agrees to negotiate the terms of and, contemporaneously with the grant of the Liens contemplated by this Section 2.24, enter into, or permit the Agent to enter into on its behalf, an Intercreditor Agreement.
(iii) Mortgages granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future material fee real property (including fixtures) of each Loan Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expense.
(iv) All other security and collateral described in the Collateral Documents.
(b) Each The Borrower agrees that it will promptly, and in any event within five (5) Business Days, promptly notify the Administrative Agent of the formation formation, acquisition or acquisition existence of any Subsidiary that is a Guarantor (per the definition of Guarantor) that has not executed a Guaranty and Security Agreement or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each The Borrower agrees that it will promptly, and in any event within five (5) Business Days, promptly execute and deliver, and cause each Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such joinder agreementsadditional Collateral Documents, Loan Party Guaranties and other Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers Borrower shall deliver, and cause each other Loan Party Guarantor to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by any Loan Party and required to be pledged with any blank stock or other powers required by the Administrative Agent. Additionally, the Borrowers Borrower shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such certificates, legal opinions, insurance, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each The Borrower shall use commercially reasonable its best efforts to cause each lessor of real property to the Borrower or any Loan Party Guarantor where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative AgentAgent duly executed on behalf of such lessor waiving any distraint, lien and similar rights with respect to any property subject to the Collateral Documents and agreeing to permit the Collateral Agent to enter such premises in connection therewith. Each The Borrower shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the reasonable request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan PartiesBorrower and its Subsidiaries, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of a Default unless otherwise agreed to by the Administrative AgentRequired Lenders. Notwithstanding the foregoing, the provisions of this Section 2.24(iii) shall not apply prior to the date the Borrower and the Guarantors are required to deliver the Collateral Documents required by Section 2.24(i).
(c) Notwithstanding anything to the contrary in this Agreement, the Borrowers acknowledge that all Subsidiaries of any of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.1.6 Section 5.5 is restated as follows:
Appears in 1 contract
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each the Borrower shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Documents granting or providing for the following:
(i) Loan Party Secured Obligation Guaranties of all present and future Guarantorseach Guarantor.
(ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02Permitted Liens, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as those terms are defined in the UCC) and all other personal property of the Borrower and each other Guarantor, but excluding any patents, copyrights, patent applications or copyright applications or any trade secrets or software products; and, provided that the pledge of any Equity Interests in any Foreign Subsidiaries or Foreign Subsidiary Holding Companies shall (x) be limited to material Foreign Subsidiary Holding Companies and material first-tier Foreign Subsidiaries directly owned by a Loan PartyParty (in each case as reasonably determined by the Administrative Agent), and (y) not exceed 66% of the voting Equity Interests of any such Foreign Subsidiary Holding Company or Foreign Subsidiary described in the foregoing clause (x) if pledging a greater percentage would cause an adverse tax consequence for the Borrower. the Borrower shall promptly take, and promptly cause its Subsidiaries to take, any additional actions, if any, requested by the Administrative Agent to further document the required pledge of the Equity Interests in any Foreign Subsidiaries.
(iii) Mortgages If requested at any time by the Administrative Agent, Collateral Documents and other documents and conditions required by the Administrative Agent with respect to any present and future real property owned by the Borrower or any other Guarantor granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02Permitted Liens, on all such present and future material fee owned real property. The Borrower acknowledges and agrees that all existing Collateral Documents with respect to any real property (including fixtures) of each shall continue, and the Borrower acknowledges and agrees that the Administrative Agent reserves the right to take a mortgage on any other real property owned by any Loan Party, together with such documents Party at any time and require the satisfaction of the other requirements hereunder with respect to any such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expensereal property.
(iv) All other security and collateral described in the Collateral Documents.
(b) Each The Borrower agrees that it will promptly, and in any event within five (5) Business Days, promptly notify the Administrative Agent of the formation or acquisition of any Subsidiary or other Subsidiary or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each The Borrower agrees that it will promptly, and in any event within five (5) Business Days, promptly execute and deliver, and cause each Loan Party Domestic Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such joinder agreements, Loan Party Guaranties and other additional Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for Agent the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers Borrower shall deliver, and cause each other Loan Party Guarantor to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by any Loan Party and required to be pledged with any blank stock or other powers required by the Administrative Agent. Additionally, the Borrowers Borrower shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such certificates, legal opinions, title work and insurance, surveys, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each Borrower shall use commercially reasonable efforts to cause each lessor of real property to any Loan Party where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative Agent. Each The Borrower shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan PartiesCompanies, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a the Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of a Default unless otherwise agreed to by the Administrative Agent.
(c) Notwithstanding anything . The Borrower will take such additional actions, and deliver such additional agreements and documents, as requested by the Administrative Agent to the contrary obtain a perfected security interest in this Agreement, the Borrowers acknowledge that all Subsidiaries of any 66% of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so voting Equity Interests of each material first-tier Foreign Subsidiary (in accordance with each case as reasonably determined by the terms of this Agreement shall be an Event of Default hereunderAdministrative Agent) requested by the Administrative Agent.
Appears in 1 contract
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each the Borrower shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Documents granting or providing for the following:
(i) Loan Party Guaranties of all present and future Guarantors.
(ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as those terms are defined in the UCC) and all other personal property of the Borrower and each Loan PartyGuarantor; provided, that, Equity Interests in any Inactive Subsidiary shall not be required to be pledged.
(iii) Mortgages granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future material fee real property (including fixtures) of each Loan Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expense.
(iv) All other security and collateral described in the Collateral Documents. Notwithstanding the foregoing, the pledge of any shares of Equity Interests in any Foreign Subsidiary that is owned by the Borrower or any Domestic Subsidiary and is a “controlled foreign corporation” as defined in the Code shall be limited to 65% of the total voting power of all classes of voting Equity Interests in any such Foreign Subsidiary; provided further, that, notwithstanding the foregoing (i) if a pledge of the Equity Interests of such Foreign Subsidiary representing a greater percentage of the voting power of the Equity Interests can be given without constituting the pledge an investment of earnings in the United States property under section 956 of the Code (whether pursuant to an amendment of the Code or for any other reason), then the amount of its Equity Interests pledged shall be increased to such greater percentage of Equity Interests of such Foreign Subsidiary.
(b) Each The Borrower agrees that it will promptly, and in any event within five (5) Business Days, promptly notify the Administrative Agent of the formation or acquisition of any Subsidiary or other Subsidiary or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each The Borrower agrees that it will promptly, and in any event within five (5) Business Days, promptly execute and deliver, and cause each Loan Party Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such joinder agreements, Loan Party Guaranties and other additional Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers Borrower shall deliver, and cause each other Loan Party Guarantor to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by any Loan Party and required to be pledged owned by the Borrower or any Subsidiary with any blank stock or other powers required by the Administrative Agent. Additionally, the Borrowers Borrower shall execute and deliver, and cause each other Loan Party Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such certificates, legal opinions, title work and insurance, surveys, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each The Borrower shall use commercially reasonable its best efforts to cause each lessor of real property to the Borrower or any Loan Party Guarantor where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative AgentAgent duly executed on behalf of such lessor waiving any distraint, lien and similar rights with respect to any property subject to the Collateral Documents and agreeing to permit the Administrative Agent to enter such premises in connection therewith. Each The Borrower shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan PartiesBorrower and the Subsidiaries, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of a Default unless otherwise agreed to by the Administrative Agent.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrowers acknowledge that all Subsidiaries of any of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.
Appears in 1 contract
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured ObligationsObligations (subject to the Intercreditor Agreement), each Borrower the Company shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Agent, Collateral Documents granting or providing for the following:
(i) Loan Party Guaranties of all present and future Guarantors.
(iia) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to the Liens permitted by Section 6.02this Agreement and subject to the sharing provisions to be contained in the Intercreditor Agreement, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as those terms are defined in the UCCMichigan Uniform Commercial Code) and all other personal property of the Company and of each Loan Party.
(iii) Mortgages granting a Subsidiary Guarantor, subject to any exclusions described in the Intercreditor Agreement or approved by the Required Lenders and it being understood and agreed that such first priority, enforceable Lien and security interestinterest shall not include any Lien or security interest in the Qualified Receivables Transaction Assets; provided, that, if any Qualified Receivables Transaction expires or otherwise terminates (and such Qualified Receivables Transaction is not simultaneously replaced with a new Qualified Receivables Transaction) and all obligations under such Qualified Receivables Transaction have been paid in full, the Company shall either (i) cease transferring assets to the Securitization Entity who was party to such Qualified Receivables Transaction or (ii) cause such Securitization Entity to execute and deliver Collateral Documents. Notwithstanding the foregoing, with respect to Liens granted by the Company or any Subsidiary Guarantor on the Equity Interests in any Foreign Subsidiary such Lien shall not exceed 65% (or such greater percentage that, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Company or any Guarantor. Notwithstanding the foregoing, if the Agent reasonably determines in good faith that the Company will not incur a material tax liability as result of such greater pledge, the Company shall, upon the request of the Agent, have the balance of its Equity Interests pledged to the Collateral Agent to secure, subject only to Liens permitted by Section 6.02the Intercreditor Agreement, on all present and future material fee real property (including fixtures) of each Loan Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expense.
(iv) All other security and collateral described in the Collateral DocumentsSecured Obligations.
(b) Each Borrower On or before the Effective Date, the Company shall cause all Collateral Documents as reasonably requested by the Agent, in each case duly executed on behalf of the Company and the Subsidiary Guarantors, as the case may be, granting to the Secured Parties and the Collateral Agent the Collateral and support specified in Section 2.21 hereof, together with: (v) such resolutions, certificates and opinions of counsel as reasonably requested by the Agent; (w) the recordation, filing and other action (including payment of any applicable taxes or fees) in such jurisdictions as the Lenders or the Agent may deem necessary or appropriate with respect to the Collateral Documents, including the filing of financing statements and other filings which the Lenders or the Agent may deem necessary or appropriate to create, preserve or perfect the liens, security interests and other rights intended to be granted to the Lenders or the Agent thereunder, together with Uniform Commercial Code record searches and other Lien searches in such offices as the Lenders or the Agent may request; (x) evidence that the casualty and other insurance required pursuant to the Loan Documents is in full force and effect; (y) originals of all instruments and certificates representing all of the outstanding shares of Equity Interests and other securities and instruments to be pledged thereunder, with appropriate stock powers, endorsements and other powers duly executed in blank; and (z) such other evidence that Liens creating a first priority security interest, subject to the Intercreditor Agreement, in the Collateral shall have been created and perfected as requested by the Agent and the satisfaction of all other conditions in connection with the Collateral and the Collateral Documents as reasonably requested by the Agent, including without limitation all opinions of counsel, and other documents and requirements requested by the Agent.
(c) The Company agrees that it will promptly, and in any event within five (5) Business Days, promptly notify the Administrative Agent of the formation formation, acquisition or acquisition existence of any Subsidiary that is a Guarantor (per the definition of Guarantor) that has not executed a Guaranty and Collateral Documents or the acquisition of any assets on which a Lien is required to be granted and that is not covered by existing Collateral Documents. Each Borrower The Company agrees that it will promptly, and in any event within five (5) Business Days, promptly execute and deliver, and cause each Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such joinder agreementsadditional Collateral Documents, Loan Party Guaranties and other Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers Company shall deliver, and cause each other Loan Party Guarantor to deliver, to the Administrative Agent all original instruments payable to it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates with respect to any Equity Interests owned by any Loan Party and required to be pledged with any blank stock or other powers required by the Administrative Agent. Additionally, the Borrowers Company shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such certificates, legal opinions, insurance, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each Borrower The Company shall use commercially reasonable its best efforts to cause each lessor of real property to it or any Loan Party Subsidiary where any material Collateral is located to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative AgentAgent duly executed on behalf of such lessor waiving any distraint, lien and similar rights with respect to any property subject to the Collateral Documents and agreeing to permit the Collateral Agent to enter such premises in connection therewith. Each Borrower The Company shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the reasonable request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan PartiesCompany and its Subsidiaries, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of a Default unless otherwise agreed to by the Administrative AgentRequired Lenders.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrowers acknowledge that all Subsidiaries of any of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.
Appears in 1 contract
Collateral Security; Further Assurances. (a) To guarantee or secure the payment when due of the Secured Obligations, each Borrower the Borrowers shall execute and deliver, or cause to be executed and delivered, to the Lenders and the Administrative Agent Collateral Documents granting or providing for the following:
(i) Loan Party Guaranties of all present and future GuarantorsU.S. and Canadian Subsidiaries of the Parent and each Borrower.
(ii) Security Agreements granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future accounts, chattel paper, commercial tort claims, deposit accounts, documents, farm products, fixtures, chattel paper, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights (as those terms are defined in the UCC) and all other personal property of the Borrowers and each Loan PartyGuarantor.
(iii) Mortgages granting a first priority, enforceable Lien and security interest, subject only to Liens permitted by Section 6.02, on all present and future material fee real property (including fixtures) of each Loan Party, together with such documents and the satisfaction of such other conditions customarily required in connection with Mortgages as reasonably determined by the Administrative Agent and at the Borrowers’ expense.
(iv) All other security and collateral described in the Collateral Documents.
(b) Each Borrower The Parent agrees that it will promptly, and in any event within five (5) Business Days, promptly notify the Administrative Agent of the formation or acquisition of any Subsidiary or the acquisition of any assets on which a Lien is required to be granted under 5.09(a)(ii) or (iii) and that is not covered by existing Collateral Documents. Each Borrower The Parent agrees that it will promptly, and in any event within five (5) Business Days, promptly execute and deliver, and cause each Loan Party Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such joinder agreements, Loan Party Guaranties and other additional Collateral Documents and other agreements, documents and instruments, each in form and substance reasonably satisfactory to the Administrative Agent, sufficient to join each Loan Party as a Borrower to this Agreement and to grant to the Administrative Agent, for the benefit of the Lenders and the Administrative Agent, the Loan Party Guaranties and Liens contemplated by this Agreement and the Collateral Documents. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. The Borrowers Parent shall deliver, and cause each other Loan Party Guarantor to deliver, to the Administrative Agent all original instruments payable to it and all securities and other certificates for any Equity Interests held by it with any endorsements thereto required by the Administrative Agent and all original certificated securities and other certificates transfer powers with respect to any Equity Interests owned by any Loan Party and required to be pledged with any blank stock or other powers thereto reasonably required by the Administrative Agent. Additionally, the Borrowers Parent shall execute and deliver, and cause each other Loan Party Subsidiary to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such certificates, legal opinions, insurance, lien searches, environmental reports, organizational and other charter documents, resolutions and other documents and agreements as the Administrative Agent may reasonably request in connection therewith. Each Without limiting the foregoing, the Parent agrees that it will deliver, and cause each Guarantor to deliver, within 45 days after the Effective Date, all additional Collateral Documents and opinions of counsel requested by the Administrative Agent with respect to (x) the pledge of the Equity Interests of all material Subsidiaries, including the material Subsidiaries that are not organized in the U.S. and Canada, and (y) the perfection of the security interests in the deposit accounts of the Borrowers and Guarantors. The Borrowers will provide evidence that the US Borrower has acquired the Replacement Assets in accordance with Section 1031 of the Code and Rev.Proc. 2000-37, promptly upon the acquisition thereof. The Borrowers shall deliver, and cause each Guarantor to deliver, to the Administrative Agent all agreements and documents requested by the Administrative Agent to ensure that the US Borrower has a first priority, enforceable and perfected security interest in all assets and Equity Interests of each SPV, including without limitation all Replacement Assets owned by each such SPV, and that such security interests and the obligations secured thereby are collaterally assigned to the Administrative Agent under the Collateral Documents. The Parent shall use commercially reasonable efforts to cause each lessor of real property to any Loan Party Borrower or Guarantor where any material Collateral valued in excess of $2,500,000 is located in the U.S. or Canada to execute and deliver to the Administrative Agent an agreement in form and substance reasonably acceptable to the Administrative AgentAgent duly executed on behalf of such lessor waiving any distraint, lien and similar rights with respect to any property subject to the Collateral Documents and agreeing to permit the Administrative Agent to enter such premises in connection therewith. Each Borrower The Borrowers shall execute and deliver, and cause each other Loan Party Guarantor to execute and deliver, promptly, and in any event within five (5) Business Days, promptly upon the request of the Administrative Agent, such agreements and instruments evidencing any intercompany loans or other advances among the Loan PartiesParent and the Subsidiaries, or any of them, and all such intercompany loans or other advances owing by any Borrower or owing by any Guarantor which are not owed to a Borrower shall be, and are hereby made, subordinate and junior to the Secured Obligations and no payments may be made on such intercompany loans or other advances upon and during the continuance of an Event of a Default unless otherwise agreed to by the Administrative Agent.
(c) Notwithstanding anything to the contrary in this Agreement, the Borrowers acknowledge that all Subsidiaries of any of the Borrowers, whether now existing or hereafter arising, are required hereunder to become a Borrower, Guarantor and Loan Party, and failure to do so in accordance with the terms of this Agreement shall be an Event of Default hereunder.
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Samples: Credit Agreement (Tesco Corp)
