Further Assurances; After-Acquired Property. (a) Each of Holdings and the Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents), that may be required under any applicable law or that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties. (b) If, after the Closing Date, any material assets (other than Excluded Assets), including any owned (but not leased or ground-leased) Material Real Property or improvements thereto or any interest therein, are acquired or constructed by the Borrower or any other Loan Party (other than assets constituting Collateral under a Security Document that become subject to the perfected Lien created by such Security Document upon acquisition thereof or constituting Excluded Assets), the Borrower will notify the Administrative Agent thereof, and the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.12 and as required pursuant to the “Collateral and Guarantee Requirement,” all at the expense of the Loan Parties and subject to the last paragraph of the definition of the term “Collateral and Guarantee Requirement.” In the event any Material Real Property is mortgaged pursuant to this Section 5.12(b), the Borrower or such other Loan Party, as applicable, shall be required to comply with the “Collateral and Guarantee Requirement” and paragraph (a) of this Section 5.12 within ninety (90) days following the acquisition of such Material Real Property or such longer time period as agreed by the Administrative Agent in its reasonable discretion.
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Samples: Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, Inc.)
Further Assurances; After-Acquired Property. (a) Each of Holdings and the The Borrower will, and will cause each other Loan Party of its Restricted Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions action (including the filing and recording of financing statements, fixture filings, Mortgages statements and other documents), ) that may be required under any applicable law law, or that the Administrative Agent or the Required Lenders may reasonably request, in order to cause grant, preserve and perfect the Collateral validity and Guarantee Requirement priority of the security interests created or intended to be and remain satisfiedcreated by the Security Documents, all at the expense of the Loan Parties.Borrower. Subject to the terms of this Agreement, the Security Documents, and the Intercreditor Agreement, the Borrower will, and will cause each of its Restricted Subsidiaries to do the following:
(bA) If, with respect to any fee owned Real Estate acquired after the Closing Date, with a fair market value at the time of acquisition of at least $5,000,000, within 90 days (or such longer period as the Administrative Agent may agree in its sole reasonable discretion) of such acquisition, deliver to the Administrative Agent the Related Real Estate Documents;
(B) with respect to any material assets wholly owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or at any time any Subsidiary ceases to be an Excluded Subsidiary, promptly notify the Administrative Agent of such occurrence and promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 5.2(a) and (b), (i) execute and deliver to Administrative Agent for the benefit of the Secured Parties, such amendments and/or supplements to the Security Agreement and the Pledge Agreement as the Administrative Agent shall reasonably deem necessary to grant to the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, a security interest in the Equity Interests and Property of such wholly owned Subsidiary in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement, (ii) cause such wholly owned Subsidiary to become a party to this Agreement by executing a joinder hereto, (iii) deliver to the Administrative Agent the certificates (if any) representing such Equity Interest, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the Borrower, (iv) cause such wholly owned domestic Subsidiary to take all other actions expressly required by the applicable Security Documents and (v) if such wholly owned Subsidiary created or acquired after the Closing Date owns any Real Estate with a fair market value in excess of $5,000,000, within 90 days (or such longer period as the Administrative Agent may agree in its sole reasonable discretion) of such Subsidiary becoming a party to this Agreement, deliver to the Administrative Agent the Related Real Estate Documents;
(C) with respect to any first tier Foreign Subsidiary, Disregarded Domestic Person or non-wholly owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower, promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 5.2(a) and (b), (i) execute and deliver to Administrative Agent such amendments and/or supplements to the Pledge Agreement as the Administrative Agent shall reasonably deem necessary to grant to the Administrative Agent for the benefit of the Secured Parties, a security interest in such entity in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement and (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (other than Excluded AssetsCapital Stock (as defined in the Security Agreement)), including any owned (but not leased or ground-leased) Material Real Property or improvements thereto or any interest thereintogether with undated stock powers, are acquired or constructed executed and delivered in blank by a duly authorized officer of the Borrower or any and take such other Loan Party (other than assets constituting Collateral under a Security Document that become subject actions as may be reasonably deemed necessary to perfect the perfected Lien created by such Security Document upon acquisition thereof or constituting Excluded Assets), Administrative Agent’s security interest therein for the Borrower will notify benefit of the Administrative Agent thereof, and the Borrower will cause other Secured Parties; provided that in no event shall more than 65% of such assets Equity Interest be required to be subjected pledged; and
(D) notwithstanding anything to a Lien securing the Secured Obligations contrary in this Agreement and will take and cause the other Loan Parties to takeDocuments, such actions as shall (i) no Lien is or will be necessary and reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.12 and as required granted pursuant to the “any Loan Document or otherwise in any right, title or interest of any Obligor in, and Collateral and Guarantee Requirement,” all at the expense shall not include, any Excluded Assets, (ii) none of the Loan Parties and subject to the last paragraph Borrower, any Guarantor or any of the definition of the term “Collateral and Guarantee Requirement.” In the event any Material Real Property is mortgaged pursuant to this Section 5.12(b), the Borrower or such other Loan Party, as applicable, their Affiliates shall be required to comply with the “Collateral and Guarantee Requirement” and paragraph (a) of this Section 5.12 within ninety (90) days following the acquisition of such Material Real Property take any action in any non-United States jurisdiction or such longer time period as agreed required by the Administrative Agent laws of any non-United States jurisdiction in its reasonable discretionorder to create any security interest in assets located or titled outside of the United States or to perfect any such security interests and it being understood and agreed that there shall be no security agreements, pledge agreements or similar agreements governed under the laws of any non-United States jurisdiction, (iii) the Borrower, any Guarantor or any of their Affiliates shall not be required to deliver landlord waivers or consents or similar letters or agreements and (iv) in no event shall control agreements or control or similar arrangements be required with respect to any deposit, securities or commodities accounts or any other assets requiring perfection through control agreements.
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Further Assurances; After-Acquired Property. (a) Each of Holdings and the The Borrower will, and will cause each other Loan Party of its Restricted Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions action (including the filing and recording of financing statements, fixture filings, Mortgages statements and other documents), ) that may be required under any applicable law law, or that the Administrative Agent or the Required Lenders may reasonably request, in order to cause grant, preserve and perfect the Collateral validity and Guarantee Requirement priority of the security interests created or intended to be and remain satisfiedcreated by the Security Documents, all at the expense of the Loan Parties.
Borrower. Subject to the terms of this Agreement, the Security Documents, and the Intercreditor Agreement, the Borrower will, and will cause each of its Restricted Subsidiaries to do the following: (b%5) If, with respect to any fee owned Real Estate acquired after the Closing Date, with a fair market value at the time of acquisition of at least $5,000,000, within 90 days (but in no event prior to thirty (30) days after the Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with Section 5.13 hereof has been completed, or such longer period as the Administrative Agent may agree in its sole reasonable discretion) of such acquisition, deliver to the Administrative Agent the Related Real Estate Documents; (%5) with respect to any material assets wholly owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or at any time any Subsidiary ceases to be an Excluded Subsidiary, promptly notify the Administrative Agent of such occurrence and promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 5.2(a) and (b), (i) execute and deliver to Administrative Agent for the benefit of the Secured Parties, such amendments and/or supplements to the Security Agreement and the Pledge Agreement as the Administrative Agent shall reasonably deem necessary to grant to the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, a security interest in the Equity Interests and Property of such wholly owned Subsidiary in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement, (ii) cause such wholly owned Subsidiary to become a party to this Agreement by executing a joinder hereto, (iii) deliver to the Administrative Agent the certificates (if any) representing such Equity Interest, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the Borrower, (iv) cause such wholly owned domestic Subsidiary to take all other actions expressly required by the applicable Security Documents and (v) if such wholly owned Subsidiary created or acquired after the Closing Date owns any Real Estate with a fair market value in excess of $5,000,000, within 90 days (but in no event prior to thirty (30) days after the Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with Section 5.13 hereof has been completed, or such longer period as the Administrative Agent may agree in its sole reasonable discretion) of such Subsidiary becoming a party to this Agreement, deliver to the Administrative Agent the Related Real Estate Documents; (%5) with respect to any first tier Foreign Subsidiary, Disregarded Domestic Person or non-wholly owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower, promptly notify the Administrative Agent of such occurrence and if the Administrative Agent or the Required Lenders so request, promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 5.2(a) and (b), (i) execute and deliver to Administrative Agent such amendments and/or supplements to the Pledge Agreement as the Administrative Agent shall reasonably deem necessary to grant to the Administrative Agent for the benefit of the Secured Parties, a security interest in such entity in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement and (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent the certificates, if any, representing such Equity Interests (other than Excluded AssetsCapital Stock (as defined in the Security Agreement)), including any owned (but not leased or ground-leased) Material Real Property or improvements thereto or any interest thereintogether with undated stock powers, are acquired or constructed executed and delivered in blank by a duly authorized officer of the Borrower or any and take such other Loan Party (other than assets constituting Collateral under a Security Document that become subject actions as may be reasonably deemed necessary to perfect the perfected Lien created by such Security Document upon acquisition thereof or constituting Excluded Assets), Administrative Agent’s security interest therein for the Borrower will notify benefit of the Administrative Agent thereof, and the Borrower will cause other Secured Parties; provided that in no event shall more than 65% of such assets Equity Interest be required to be subjected pledged; and (%5) notwithstanding anything to a Lien securing the Secured Obligations contrary in this Agreement and will take and cause the other Loan Parties to takeDocuments, such actions as shall (i) no Lien is or will be necessary and reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.12 and as required granted pursuant to the “any Loan Document or otherwise in any right, title or interest of any Obligor in, and Collateral and Guarantee Requirement,” all at the expense shall not include, any Excluded Assets, (ii) none of the Loan Parties and subject to the last paragraph Borrower, any Guarantor or any of the definition of the term “Collateral and Guarantee Requirement.” In the event any Material Real Property is mortgaged pursuant to this Section 5.12(b), the Borrower or such other Loan Party, as applicable, their Affiliates shall be required to comply with the “Collateral and Guarantee Requirement” and paragraph (a) of this Section 5.12 within ninety (90) days following the acquisition of such Material Real Property take any action in any non-United States jurisdiction or such longer time period as agreed required by the Administrative Agent laws of any non-United States jurisdiction in its reasonable discretionorder to create any security interest in assets located or titled outside of the United States or to perfect any such security interests and it being understood and agreed that there shall be no security agreements, pledge agreements or similar agreements governed under the laws of any non-United States jurisdiction, (iii) the Borrower, any Guarantor or any of their Affiliates shall not be required to deliver landlord waivers or consents or similar letters or agreements and (iv) in no event shall control agreements or control or similar arrangements be required with respect to any deposit, securities or commodities accounts or any other assets requiring perfection through control agreements.
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Further Assurances; After-Acquired Property. (a) Each of Holdings and the The Borrower will, and will cause each other Loan Party of its Restricted Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions action (including the filing and recording of financing statements, fixture filings, Mortgages statements and other documents), ) that may be required under any applicable law law, or that the Administrative Agent or the Required Lenders may reasonably request, in order to cause grant, preserve and perfect the Collateral validity and Guarantee Requirement priority of the security interests created or intended to be and remain satisfiedcreated by the Security Documents, all at the expense of the Loan Parties.Borrower. Subject to the terms of this Agreement, the Security Documents, and the Intercreditor Agreement, the Borrower will, and will cause each of its Restricted Subsidiaries to do the following:
(bA) If, (A) with respect to any fee owned Real Estate acquired after the Closing Date, with a fair market value at the time of acquisition of at least $5,000,000, within 90 days (but in no event prior to thirty (30) days after the Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with Section 5.13 hereof has been completed, or such longer period as the Administrative Agent may agree in its sole reasonable discretion) of such acquisition, deliver to the Administrative Agent the Related Real Estate Documents;
(B) (B) with respect to any material assets wholly owned Subsidiary (other than an Excluded Assets), including any owned (but not leased Subsidiary) created or ground-leased) Material Real Property or improvements thereto or any interest therein, are acquired or constructed after the Closing Date by the Borrower or at any other Loan Party (other than assets constituting Collateral under a Security Document that become subject time any Subsidiary ceases to the perfected Lien created by such Security Document upon acquisition thereof or constituting be an Excluded Assets)Subsidiary, the Borrower will promptly notify the Administrative Agent thereofof such occurrence and promptly and in any event prior to or concurrently with the next succeeding reports to be delivered pursuant to Sections 5.2(a) and (b), (i) execute and deliver to Administrative Agent for the benefit of the Secured Parties, such amendments and/or supplements to the Security Agreement and the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions Pledge Agreement as shall be necessary and reasonably requested by the Administrative Agent shall reasonably deem necessary to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.12 and as required pursuant to the “Collateral and Guarantee Requirement,” all at the expense of the Loan Parties and subject to the last paragraph of the definition of the term “Collateral and Guarantee Requirement.” In the event any Material Real Property is mortgaged pursuant to this Section 5.12(b), the Borrower or such other Loan Party, as applicable, shall be required to comply with the “Collateral and Guarantee Requirement” and paragraph (a) of this Section 5.12 within ninety (90) days following the acquisition of such Material Real Property or such longer time period as agreed by the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, a security interest in its reasonable discretion.the Equity Interests and Property of such wholly owned Subsidiary in accordance with the terms and provisions of the Security Documents and Intercreditor Agreement, (ii) cause such wholly owned Subsidiary to become a party to this Agreement by executing a joinder hereto, (iii) deliver to the Administrative Agent the certificates (if any) representing such Equity Interest, together with undated stock powers, executed and delivered in blank by a duly authorized officer of the Borrower, (iv) cause such wholly owned domestic Subsidiary to take all other actions expressly required by the applicable Security Documents and (v) if such wholly owned Subsidiary created or acquired after the Closing Date owns any Real Estate with a fair market value in excess of $5,000,000, within 90 days (but in no event prior to thirty (30) days after the Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with
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Further Assurances; After-Acquired Property. (a) Each of Holdings and the Borrower will, and will cause each other Loan Party to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents), that may be required under any applicable law or that the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties.
(b) If, after the Closing Date, any material assets (other than Excluded Assets), including any owned (but not leased or ground-leased) Material Real Property or improvements thereto or any interest therein, are acquired or constructed by the Borrower or any other Loan Party (other than assets constituting Collateral under a Security Document that become subject to the perfected Lien created by such Security Document upon acquisition thereof or constituting Excluded Assets), the Borrower will notify the Administrative Agent thereof, and the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such actions as shall be necessary and reasonably requested by the Administrative Agent or the Required Lenders to grant and perfect such Liens, including actions described in paragraph (a) of this Section 5.12 and as required pursuant to the “Collateral and Guarantee Requirement,” all at the expense of the Loan Parties and subject to the last paragraph of the definition of the term “Collateral and Guarantee Requirement.” In the event any Material Real Property is mortgaged pursuant to this Section 5.12(b), the Borrower or such other Loan Party, as applicable, shall be required to comply with the “Collateral and Guarantee Requirement” and paragraph (a) of this Section 5.12 within ninety (90) days following the acquisition of such Material Real Property or such longer time period as agreed by the Administrative Agent (acting at the direction of the Required Lenders) in its reasonable discretion.
Appears in 1 contract
Samples: Credit Agreement (Atlas Technical Consultants, Inc.)
