Future Credit Parties. In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary, such Person shall within 10 Business Days of becoming a Domestic Subsidiary become a Credit Party, and concurrently with such Person’s becoming a Credit Party, the Credit Party that owns the Stock of such Person shall (i) pledge 100% such Stock and all Intercompany Notes issued by such Person to Agent pursuant to the Borrower Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to Agent, (ii) shall cause such Person (A) to become a party to this Agreement, and (B) to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Annex D if such Person had been a Credit Party on the Closing Date; (iii) shall cause such Person (A) to become a party to the Subsidiary Guaranty, the Security Agreement and, if such Credit Party owns any Stock, cause such Credit Party to become a party to a stock pledge agreement in form and substance reasonably satisfactory to Agent, pursuant to which such Credit Party shall pledge 100% of the Stock of any of its Domestic Subsidiaries and 66% of the voting Stock and 100% of the non-voting Stock of its first tier Foreign Subsidiaries and (B) to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Annex D if such Person had been a Credit Party on the Closing Date and (iv) if such Person owns or leases any Real Estate, to comply with Sections 5.9 with respect to such Real Estate. Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 5.11 the recordation thereof, if applicable, and the completion of such other conditions as may be necessary to perfect a security interest in or a lien upon the assets purportedly the subject of such Collateral Document, Agent shall have a valid and enforceable, perfected, first priority Lien on the respective Collateral covered thereby, free and clear of all Liens, other than (i) Permitted Encumbrances and (ii) perfection of Liens in other assets of the Credit Parties in an aggregate amount not to exceed $100,000 at any one time. All actions to be taken pursuant to this Section 5.11 shall be at the expense of Borrower or the applicable Credit Party, and shall be taken to the reasonable satisfaction of Agent.
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Samples: Credit Agreement (Reading International Inc), Credit Agreement (Reading International Inc)
Future Credit Parties. (a) In the event that, subsequent to the Closing Date, (1) any Person becomes a Domestic Subsidiary and such Domestic Subsidiary is a Material Subsidiary or (2) any Domestic Subsidiary (other than Sitel Mexico Holdings LLC or any of its Subsidiaries) that was an Immaterial Subsidiary becomes a Material Subsidiary, such Person shall shall, within 10 Business Days of becoming a Domestic Subsidiary days thereof (or such longer time as reasonably consented to by Collateral Agent) become a Credit Party, and concurrently with such Person’s becoming a Credit Party, the Credit Party that owns the Stock Equity Interests of such Person shall (i) shall pledge 100% such Stock Equity Interests and all Intercompany Notes issued by such Person to Collateral Agent pursuant to the Borrower Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to Collateral Agent, (ii) shall cause such Person to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Section 2.1(a) if such Person had been a Credit Party on the Closing Date; (iii) shall cause such Person (A) to become a party to this the Guaranty and the Security Agreement, provided that no such pledge will be required in excess of 65% of the directly held voting Equity Interests of any Foreign Subsidiary of such Person, and (B) to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Annex D if such Person had been a Credit Party on the Closing Date; (iiiSection 2.1(a) shall cause such Person (A) to become a party to the Subsidiary Guaranty, the Security Agreement and, if such Credit Party owns any Stock, cause such Credit Party to become a party to a stock pledge agreement in form and substance reasonably satisfactory to Agent, pursuant to which such Credit Party shall pledge 100% of the Stock of any of its Domestic Subsidiaries and 66% of the voting Stock and 100% of the non-voting Stock of its first tier Foreign Subsidiaries and (B) to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Annex D if such Person had been a Credit Party on the Closing Date and (iv) if such Person owns or leases any Real Estate, to comply with Sections 5.9 Section 5.8 with respect to such Real Estate. Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 5.11 the recordation thereof, if applicable, and the completion of such other conditions as may be necessary to perfect a security interest in or a lien upon the assets purportedly the subject of such Collateral Document, Agent shall have a valid and enforceable, perfected, first priority Lien on the respective Collateral covered thereby, free and clear of all Liens, other than (i) Permitted Encumbrances and (ii) perfection of Liens in other assets of the Credit Parties in an aggregate amount not to exceed $100,000 at any one time. All actions to be taken pursuant to this Section 5.11 5.10(a) shall be at the expense of U.S. Borrower or the applicable Credit Party, and shall be taken to the reasonable satisfaction of Collateral Agent.
(b) In the event that, subsequent to the Closing Date, (1) any Person becomes a Foreign Subsidiary and such Foreign Subsidiary is a Material Subsidiary or (2) any Foreign Subsidiary that was an Immaterial Subsidiary becomes a Material Subsidiary, such Person shall within 20 days thereof (or such longer time as reasonably consented to by Collateral Agent) become a Foreign Guarantor (provided, such Foreign Subsidiary shall not guarantee the Obligations of the U.S. Borrower or any Domestic Subsidiary) and concurrently with such Person’s becoming a Foreign Guarantor, Holdings or the Subsidiary of Holdings that owns the Equity Interests of such Person (i) shall pledge 100% such Equity Interests and all Intercompany Notes issued by such Person to Collateral Agent pursuant to the applicable Collateral Document in form and substance reasonably satisfactory to Collateral Agent provided that any such pledge shall not be a pledge supporting the U.S. Borrower’s Obligations or any Domestic Subsidiary’s guaranty of the U.S. Borrower’s Obligations, (ii) shall cause such Person (A) to become a party to the Guaranty, and the applicable Collateral Document in form and substance reasonably satisfactory to Collateral Agent provided that any such guaranty and/or pledge shall not relate to the U.S. Borrower’s Obligations or any Domestic Subsidiary’s guaranty of the U.S. Borrower’s Obligations, and (B) to provide all relevant documentation with respect thereto and to take such other actions as Collateral Agent may reasonably request. All actions to be taken pursuant to this Section 5.10(b) shall be at the expense of Borrowers or the applicable Foreign Guarantor, and shall be taken to the reasonable satisfaction of Collateral Agent. To the extent such Foreign Subsidiary is owned directly by Holdings or a Domestic Subsidiary, then Holdings or such Domestic Subsidiary shall pledge 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary in respect of the Obligations of the U.S. Borrower and 100% of the Equity Interests in respect of the Obligations of the Canadian Borrower and the UK Borrower, in each case pursuant to a new Security Agreement or a joinder to the Security Agreement or other pledge agreement, as requested by and in form and substance reasonably satisfactory to Collateral Agent.
(c) Notwithstanding the foregoing or anything in Section 5.8, neither Holdings nor any Subsidiary shall be required to (i) create or perfect a Lien in any property excluded from the Liens granted under any Collateral Document, (ii) create or perfect any security interest in any owned real property with a fair market value (as determined by Borrower in good faith) less than $2,000,000, (iii) create or perfect a security interest in the Equity Interests of any non-wholly-owned Subsidiary to the extent the organic documents of such Subsidiary prohibit or require consent of a third party that has not been obtained after commercially reasonable efforts have been used to obtain such consent in connection with the creation or perfection of a Lien in such Security Interests, or the creation or perfection of a Lien in such Equity Interests would cause any third party to have the right to purchase such Equity Interests or (iv) execute and deliver any Collateral Document with respect to any Subsidiary (A) which is an Immaterial Subsidiary (except as otherwise required in Section 5.16) or (B) if Holdings and Collateral Agent reasonably determine that it is commercially impractical or legally impermissible to deliver any Collateral Document with respect to such Subsidiary. In furtherance of the foregoing provisions of this Section 5.10, to the extent the granting of any Lien pursuant to this Section 5.10 or under any Collateral Document would result in material increased tax liabilities, stamp duties or similar fees, costs or expenses to any Credit Party, in light of the value of the Collateral on which such Lien is granted, the Collateral Agent shall cooperate with the Credit Parties in good faith to eliminate where inordinate or otherwise minimize the amount of such increased tax liabilities, stamp duties or similar fees, costs or expenses, including by limiting the stated maximum amount of obligations, if any, referenced in such Collateral Document to be secured by such Liens to the value of the Collateral being secured by such Liens.
(d) All of the Equity Interests of any Senior Notes Co-Issuer as may exist from time to time shall be pledged to Collateral Agent pursuant to the Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to Collateral Agent, and any Senior Notes Co-Issuer as may exist from time to time shall be a party to the Guaranty and the Security Agreement. All actions to be taken pursuant to this Section 5.10(d) shall be at the expense of U.S. Borrower, and shall be taken to the reasonable satisfaction of Collateral Agent.
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Future Credit Parties. In the event that, subsequent to the Closing Date, any Person becomes a Domestic Subsidiary, such Person shall within 10 Business Days of becoming a Domestic Subsidiary immediately become a Credit Party, and concurrently with such Person’s becoming a Credit Party, the Credit Party that owns the Stock of such Person shall (i) pledge 100% such Stock and all Intercompany Notes issued by such Person to Collateral Agent pursuant to the Borrower Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to Collateral Agent, (ii) shall cause such Person (A) to become a party to this Agreement and the Intercreditor Agreement, and (B) to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Annex D if such Person had been a Credit Party on the Closing Date; (iii) shall cause such Person (A) to become a party to the Subsidiary Guaranty, the Security Agreement and, if such Credit Party owns any Stock, cause such Credit Party to become a party to a stock pledge agreement in form and substance reasonably satisfactory to Collateral Agent, pursuant to which such Credit Party shall pledge 100% of the Stock of any of its Domestic Subsidiaries and 66% of the voting Stock and 100% of the non-voting Stock of its first tier Foreign Subsidiaries and (B) to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Annex D if such Person had been a Credit Party on the Closing Date and (iv) if such Person owns or leases any Real Estate, to comply with Sections 5.9 with respect to such Real Estate. Borrower agrees Borrowers agree that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 5.11 the recordation thereof5.12, if applicable, and the completion of such other conditions as may be necessary to perfect a security interest in or a lien upon the assets purportedly the subject of such Collateral Document, Agent shall have a valid and enforceable, perfected, first priority First Priority Lien on the respective Collateral covered thereby, free and clear of all Liens, other than (i) Permitted Encumbrances and (ii) perfection of Liens in other assets of the Credit Parties in an aggregate amount not to exceed $100,000 at any one timeEncumbrances. All actions to be taken pursuant to this Section 5.11 5.12 shall be at the expense of Borrower Borrowers or the applicable Credit Party, and shall be taken to the reasonable satisfaction of Collateral Agent.
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Samples: Credit Agreement (Northland Cable Properties Seven Limited Partnership)
Future Credit Parties. (a) In the event that, subsequent to the Closing Date, (1) any Person becomes a Domestic Subsidiary and such Domestic Subsidiary is a Material Subsidiary or (2) any Domestic Subsidiary (other than Sitel Mexico Holdings LLC or any of its Subsidiaries) that was an Immaterial Subsidiary becomes a Material Subsidiary, such Person shall shall, within 10 Business Days of becoming a Domestic Subsidiary days thereof (or such longer time as reasonably consented to by Collateral Agent) become a Credit Party, and concurrently with such Person’s becoming a Credit Party, the Credit Party that owns the Stock Equity Interests of such Person shall (i) shall pledge 100% such Stock Equity Interests and all Intercompany Notes issued by such Person to Collateral Agent pursuant to the Borrower Pledge Agreement or such other pledge agreement in form and substance reasonably satisfactory to Collateral Agent, (ii) shall cause such Person to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Section 2.1(a) if such Person had been a Credit Party on the Closing Date; (iii) shall cause such Person (A) to become a party to this the Guaranty and the Security Agreement, provided that no such pledge will be required in excess of 65% of the directly held voting Equity Interests of any Foreign Subsidiary of such Person, and (B) to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Annex D if such Person had been a Credit Party on the Closing Date; (iiiSection 2.1(a) shall cause such Person (A) to become a party to the Subsidiary Guaranty, the Security Agreement and, if such Credit Party owns any Stock, cause such Credit Party to become a party to a stock pledge agreement in form and substance reasonably satisfactory to Agent, pursuant to which such Credit Party shall pledge 100% of the Stock of any of its Domestic Subsidiaries and 66% of the voting Stock and 100% of the non-voting Stock of its first tier Foreign Subsidiaries and (B) to provide all relevant documentation with respect thereto and to take such other actions as such Person would have been required to provide and take pursuant to Annex D if such Person had been a Credit Party on the Closing Date and (iv) if such Person owns or leases any Real Estate, to comply with Sections 5.9 Section 5.8 with respect to such Real Estate. Borrower agrees that, following the delivery of any Collateral Documents required to be executed and delivered by this Section 5.11 the recordation thereof, if applicable, and the completion of such other conditions as may be necessary to perfect a security interest in or a lien upon the assets purportedly the subject of such Collateral Document, Agent shall have a valid and enforceable, perfected, first priority Lien on the respective Collateral covered thereby, free and clear of all Liens, other than (i) Permitted Encumbrances and (ii) perfection of Liens in other assets of the Credit Parties in an aggregate amount not to exceed $100,000 at any one time. All actions to be taken pursuant to this Section 5.11 5.10(a) shall be at the expense of U.S. Borrower or the applicable Credit Party, and shall be taken to the reasonable satisfaction of Collateral Agent.
(b) In the event that, subsequent to the Closing Date, (1) any Person becomes a Foreign Subsidiary and such Foreign Subsidiary is a Material Subsidiary or (2) any Foreign Subsidiary that was an Immaterial Subsidiary becomes a Material Subsidiary, such Person shall within 20 days thereof (or such longer time as reasonably consented to by Collateral Agent) become a Foreign Guarantor (provided, such Foreign Subsidiary shall not guarantee the Obligations of the U.S. Borrower or any Domestic Subsidiary) and concurrently with such Person’s becoming a Foreign Guarantor, Holdings or the Subsidiary of Holdings that owns the Equity Interests of such Person (i) shall pledge 100% such Equity Interests and all Intercompany Notes issued by such Person to Collateral Agent pursuant to the applicable Collateral Document in form and substance reasonably satisfactory to Collateral Agent provided that any such pledge shall not be a pledge supporting the U.S. Borrower’s Obligations or any Domestic Subsidiary’s guaranty of the U.S. Borrower’s Obligations, (ii) shall cause such Person (A) to become a party to the Guaranty, and the applicable Collateral Document in form and substance reasonably satisfactory to Collateral Agent provided that any such guaranty and/or pledge shall not relate to the U.S. Borrower’s Obligations or any Domestic Subsidiary’s guaranty of the U.S. Borrower’s Obligations, and (B) to provide all relevant documentation with respect thereto and to take such other actions as Collateral Agent may reasonably request. All actions to be taken pursuant to this Section 5.10(b) shall be at the expense of Borrowers or the applicable Foreign Guarantor, and shall be taken to the reasonable satisfaction of Collateral Agent. To the extent such Foreign Subsidiary is owned directly by Holdings or a Domestic Subsidiary, then Holdings or such Domestic Subsidiary shall pledge 65% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Foreign Subsidiary in respect of the Obligations of the U.S. Borrower and 100% of the Equity Interests in respect of the Obligations of the Canadian Borrower and the UK Borrower, in each case pursuant to a new Security Agreement or a joinder to the Security Agreement or other pledge agreement, as requested by and in form and substance reasonably satisfactory to Collateral Agent.
(c) Notwithstanding the foregoing or anything in Section 5.8, neither Holdings nor any Subsidiary shall be required to (i) create or perfect a Lien in any property excluded from the Liens granted under any Collateral Document, (ii) create or perfect any security interest in any owned real property with a fair market value (as determined by Borrower in good faith) less than $2,000,000, (iii) create or perfect a security interest in the Equity Interests of any non-wholly-owned Subsidiary to the extent the organic documents of such Subsidiary prohibit or require consent of a third party that has not been obtained after commercially reasonable efforts have been used to obtain such consent in connection with the creation or perfection of a Lien in such Security Interests, or the creation or perfection of a Lien in such Equity Interests would cause any third party to have the right to purchase such Equity Interests or (iv) execute and deliver any Collateral Document with respect to any Subsidiary (A) which is an Immaterial Subsidiary (except as otherwise required in Section 5.16) or (B) if Holdings and Collateral Agent reasonably determine that it is commercially impractical or legally impermissible to deliver any Collateral Document with respect to such Subsidiary. In furtherance of the foregoing provisions of this Section 5.10, to the extent the granting of any Lien pursuant to this Section 5.10 or under any Collateral Document would result in material increased tax liabilities, stamp duties or similar fees, costs or expenses to any Credit Party, in light of the value of the Collateral on which such Lien is granted, the Collateral Agent shall cooperate with the Credit Parties in good faith to eliminate where inordinate or otherwise minimize the amount of such increased tax liabilities, stamp duties or similar fees, costs or expenses, including by limiting the stated maximum amount of obligations, if any, referenced in such Collateral Document to be secured by such Liens to the value of the Collateral being secured by such Liens.
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