Further Assurances; After-Acquired Property. Each of the Lead Borrower, the Canadian Borrower and each German Borrower will, and will cause each of its Restricted Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further action (including the filing and recording of financing statements and other documents) that may be required under any applicable law, or that the Agent or the Lenders may reasonably request, in order to grant, preserve and perfect the validity and priority of the security interests created or intended to be created by the Security Documents, all at the expense of the Borrowers (it being understood that notwithstanding anything to the contrary in this Agreement and the other Loan Documents, (i) in the case of each of the German Borrowers, any security interest created by the Security Documents shall be limited to Accounts and Inventory and the proceeds thereof owned by each such German Borrower and (ii) no security interest shall be created by the Security Documents with respect to any asset or property of whatever kind and nature of the European Guarantors). Subject to the terms of this Agreement, the Security Documents, and the Intercreditor Agreement, each of the Lead Borrower, the Canadian Borrower, and, in the case of clauses (d) and (e) only, each German Borrower, will, and will cause each of its Restricted Subsidiaries (and in the case of clause (f), Milacron Holdings) to do the following: (a) with respect to any fee owned Real Estate acquired after the Third Restatement 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 Agent may agree in its sole reasonable discretion) of such acquisition, deliver to the Agent the Related Real Estate Documents; (b) with respect to any wholly-owned Subsidiary (other than an Excluded Subsidiary; provided that any Canadian Subsidiary that qualifies as an Excluded Subsidiary solely under clause (a) or, to the extent any such Canadian Subsidiary is a Subsidiary of a Canadian Subsidiary, clause (d) of the definition of “Excluded Subsidiary”, shall be subject to the requirements of this Section 9.1.9
Appears in 1 contract
Further Assurances; After-Acquired Property. Each of the Lead Borrower, the Canadian Borrower and each German Borrower will, and will cause each of its Restricted Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further action (including the filing and recording of financing statements and other documents) that may be required under any applicable law, or that the Agent or the Lenders may reasonably request, in order to grant, preserve and perfect the validity and priority of the security interests created or intended to be created by the Security Documents, all at the expense of the Borrowers (it being understood that notwithstanding anything to the contrary in this Agreement and the other Loan Documents, (i) in the case of each of the German Borrowers, any security interest created by the Security Documents shall be limited to Accounts and Inventory and the proceeds thereof owned by each such German Borrower and (ii) no security interest shall be created by the Security Documents with respect to any asset or property of whatever kind and nature of the European Guarantors). Subject to the terms of this Agreement, the Security Documents, and the Intercreditor Agreement, each of the Lead Borrower, the Canadian Borrower, and, in the case of clauses (d) and (e) only, each German Borrower, will, and will cause each of its Restricted Subsidiaries (and in the case of clause (f), Milacron Holdings) to do the following:
(a) with respect to any fee owned Real Estate acquired after the Third Restatement 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 Agent may agree in its sole reasonable discretion) of such acquisition, deliver to the Agent the Related Real Estate Documents[reserved];
(b) with respect to any wholly-owned Subsidiary (other than an Excluded Subsidiary; provided that any Canadian Subsidiary that qualifies as an Excluded Subsidiary solely under clause (a) or, to the extent any such Canadian Subsidiary is a Subsidiary of a Canadian Subsidiary, clause (d) of the definition of “Excluded Subsidiary”, shall be subject to the requirements of this Section 9.1.9
(b) but only with respect to the Canadian Obligations) created or acquired after the Fourth Restatement Date by any Obligor, promptly notify the 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 9.1.2(a) and (b), (i) execute and deliver to the Agent for the benefit of the Secured Parties, such amendments and/or supplements to the applicable Security Agreement and the applicable Pledge Agreement as the Agent shall reasonably deem necessary to grant to the Agent, for the benefit of the 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 Agent (subject to the Intercreditor Agreement) 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 applicable Obligor and (iv) cause such wholly-owned Subsidiary to take all other actions expressly required by the applicable Security Documents;
(c) with respect to (i) any first tier Foreign Subsidiary (other than a Canadian Subsidiary) created or acquired after the Fourth Restatement Date by any U.S. Obligor or (ii) any non-wholly-owned Subsidiary (other than an Excluded Subsidiary; provided that any Canadian Subsidiary that qualifies as an Excluded Subsidiary solely under clause (a) or, to the extent any such Canadian Subsidiary is a Subsidiary of a Canadian Subsidiary, clause (d) of the definition of “Excluded Subsidiary”, shall be subject to the requirements of this Section 9.1.9
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Milacron Holdings Corp.)
Further Assurances; After-Acquired Property. Each of the Lead Borrower, the Canadian Borrower and each German Borrower will, and will cause each of its Restricted Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further action (including the filing and recording of financing statements and other documents) that may be required under any applicable law, or that the Agent or the Lenders may reasonably request, in order to grant, preserve and perfect the validity and priority of the security interests created or intended to be created by the Security Documents, all at the expense of the Borrowers (it being understood that notwithstanding anything to the contrary in this Agreement and the other Loan Documents, (i) in the case of each of the German Borrowers, any security interest created by the Security Documents shall be limited to Accounts and Inventory and the proceeds thereof owned by each such German Borrower and (ii) no security interest shall be created by the Security Documents with respect to any asset or property of whatever kind and nature of the European Guarantors). Subject to the terms of this Agreement, the Security Documents, and the Intercreditor Agreement, each of the Lead Borrower, the Canadian Borrower, and, in the case of clauses (d) and (e) only, each German Borrower, will, and will cause each of its Restricted Subsidiaries (and in the case of clause (f), Milacron Holdings) to do the following:of
(a) with respect to any fee owned Real Estate acquired after the Third Restatement 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 Agent may agree in its sole reasonable discretion) of such acquisition, deliver to the Agent the Related Real Estate Documents;
(b) with respect to any wholly-owned Subsidiary (other than an Excluded Subsidiary; provided that any Canadian Subsidiary that qualifies as an Excluded Subsidiary solely under clause (a) or, to the extent any such Canadian Subsidiary is a Subsidiary of a Canadian Subsidiary, clause (d) of the definition of “Excluded Subsidiary”, shall be subject to the requirements of this Section 9.1.9
Appears in 1 contract
