Pledged Assets. (a) Each Credit Party will cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 2 contracts
Samples: Credit Agreement (Nci Building Systems Inc), Credit Agreement (Nci Building Systems Inc)
Pledged Assets. (a) Each Credit Party will cause 100% of the Capital Stock Equity Interest in each of its direct or indirect Domestic Subsidiaries (unless such Domestic Subsidiary is owned by a Foreign Subsidiary) and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not the pledge of a wholly-owned Subsidiary greater percentage would be unlawful or would cause any materially adverse tax consequences to the Borrower or any Guarantor) of the voting Equity Interest and 100% of the non-voting Equity Interest of its first-tier Foreign Subsidiaries, in each case to the extent owned by such Credit Parties) Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent Subject to the Closing Dateterms of subsection (c) below, a each Credit Party shall acquire any securities, instruments, chattel paper or other personal will cause its real property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States acquired after the Closing Date and (ii) to the extent deemed all tangible and intangible personal property now owned or hereafter acquired to be material by subject at all times to a first priority, perfected Lien (subject in each case to Permitted Liens) in favor of the Administrative Agent or pursuant to the Required Lenders in its or their sole reasonable discretion, all other personal property terms and conditions of the Credit PartiesSecurity Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
(c) Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.
(d) Notwithstanding anything to the contrary contained herein or in any other Credit Document, no Credit Party shall be required to pledge any Real Estate, or xxxxx x Xxxx on any fixtures, to the Administrative Agent after the Seventh Amendment Effective Date.
Appears in 2 contracts
Samples: Credit Agreement (Osi Systems Inc), Credit Agreement (Osi Systems Inc)
Pledged Assets. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries that such Credit Party owns and 65% of the voting Capital Stock in and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the that such Credit Parties) Party owns to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) The Credit Parties have executed and delivered, or will execute and deliver, to the Administrative Agent Mortgage Instruments encumbering the real property of the Credit Parties set forth in Schedule 5.12(b). Subject to the limitation set forth in Section 5.12(c), real property acquired or leased by a Credit Party after the Closing Date shall be subject to the requirements set forth in this Section 5.12(b). If, subsequent to the Closing Date, a Credit Party shall acquire any owned real property, securities, instrumentsinstruments having a fair market value in excess of $500,000, chattel paper evidencing obligations in excess of $500,000, or other personal property having a fair market value in excess of $500,000 required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or if any owned real property which has previously been subject to a mortgage or deed of trust in favor of a third party shall cease to be subject to such encumbrance, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer such acquisition or release of a Credit Party acquires knowledge of same encumbrance notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property Collateral of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property (other than items of Collateral that are excluded from the Security Documents) or, subject to the terms of Section 5.12(c), owned real property of the Credit PartiesParties (and certain leasehold property interests if an Event of Default has occurred and is continuing to the extent deemed necessary by the Administrative Agent), subject in each case only to Permitted Liens. Each Subject to the terms of Section 5.12(c), with respect to any real property leased by a Credit Party shallsubsequent to the Closing Date, to the extent requested by the Administrative Agent, such Credit Party shall use its commercially reasonable efforts to deliver to the Administrative Agent a landlord waiver in form and substance reasonably satisfactory to the Administrative Agent. With respect to any owned or leased real property of a Credit Party required to be mortgaged to the Administrative Agent pursuant to this Section 5.12, such Credit Party shall deliver the following documentation, which in each case shall be in form and substance reasonably satisfactory to the Administrative Agent:
(A) a fully executed and notarized Mortgage Instrument encumbering (1) the fee interest in such real property or (2) if an Event of Default has occurred and is continuing, the leasehold interest in such property to the extent deemed necessary by the Administrative Agent;
(B) a title report in respect of such real property;
(C) a Mortgage Policy in an amount reasonably satisfactory to the Administrative Agent, which Mortgage Policy shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request;
(D) evidence as to (1) whether such real property is a Flood Hazard Property and (2) if such real property is a Flood Hazard Property, (x) whether the community in which such real property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such real property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and shall cause (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(E) map or plat of an as-built survey (or, to the extent approved by the Administrative Agent, a boundary survey) of the site of the real property certified to the Administrative Agent and the Title Insurance Company issuing the applicable Mortgage Policy in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to each of its Subsidiaries tothe Administrative Agent and such Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to each of the Administrative Agent and such Title Insurance Company, adhere which map or plat and the survey on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable Mortgage Policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such map, plat or survey the following: (1) the location on such site of all the buildings, structures and other improvements and the established building setback lines; (2) the lines of streets abutting the site and width thereof; (3) all access and other easements appurtenant to the covenants regarding site necessary to use the location site; (4) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of personal the site or otherwise known to the surveyor; (5) any encroachments on any adjoining property by the building structures and improvements on the site; and (6) if the site is described as set forth being on a filed map, a legend relating the survey to such map;
(F) an environmental review of such real property, including but not limited to Phase I environmental assessments, together with a reliance letter in favor of the Security DocumentsLenders;
(G) an opinion of counsel to the Credit Parties for the jurisdiction in which such real property located; and
(H) to the extent readily available, a zoning letter from the municipality or other Governmental Authority for the jurisdiction in which the real property is located.
(c) Notwithstanding the foregoing terms of Section 5.12(b), (i) any document required to be delivered to the Administrative Agent pursuant to this Section 5.12 that is not delivered on or prior to the Closing Date, shall be delivered to the Administrative Agent within forty-five (45) days of the Closing Date (or such extended period of time as agreed to by the Administrative Agent) and (ii) so long as the Leverage Ratio is less than or equal to 2.00 to 1.00 as of the last fiscal quarter end for which the Leverage Ratio is reported pursuant to Section 5.1(c), then the Credit Parties shall not be required to obtain or deliver a Mortgage Instrument, Mortgage Policy, landlord waiver or other instrument or documentation referenced in Section 5.12(b) with respect to any real property leased or acquired by any Credit Party after the Closing Date; provided that to the extent any real property is leased or acquired by a Credit Party after the Closing Date with proceeds from a Recovery Event involving a Mortgaged Property, the Credit Parties shall deliver such documentation referenced in Section 5.12(b) with respect to such real property.
Appears in 2 contracts
Samples: Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Red Robin Gourmet Burgers Inc)
Pledged Assets. At any time that the Release Conditions are not satisfied:
(a) Each Credit Party will cause Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries Subsidiary directly owned by a Credit Party and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not Subsidiary directly owned by a wholly-owned Subsidiary of the Credit Parties) Party to be subject at all times to a first priority, perfected Lien (with respect to the Capital Stock of such Foreign Subsidiaries, to the extent perfection may be achieved under U.S. law) in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire any securitiessecurity, instrumentsinstrument, chattel paper or other personal property in excess of $500,000 required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, but excluding any security or instrument issued by one Credit Party in favor of another Credit Party (each such security or instrument, and each other intercompany security or instrument of a principal amount of $500,000 or less, collectively being the Borrower shall "Excluded Intercompany Instruments"), promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take .
(c) Take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property (other than the Excluded Equipment, Excluded Intercompany Instruments and Capital Stock of Foreign Subsidiaries) of the Credit Parties located in the United States States, and (ii) to the extent the value thereof is deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property (other than the Excluded Equipment, Intellectual Property, Excluded Intercompany Instruments and Capital Stock of Foreign Subsidiaries) of the Credit Parties. Each Credit Party shallParties (including, and shall cause without limitation, deposit accounts), subject in each of its Subsidiaries to, adhere case only to the covenants regarding the location of personal property as set forth in the Security DocumentsPermitted Liens.
Appears in 2 contracts
Samples: Credit Agreement (Belden Inc.), Credit Agreement (Belden CDT Inc.)
Pledged Assets. (a) Each Credit Party will cause (i) all of its owned real properties and personal property (other than fixtures located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 10017) located in the United States, (ii) to the extent deemed to be material by the Agent in its sole reasonable discretion, all of its other owned real properties and personal property and (iii) all of its leased real properties located in the United States to be subject at all times to first priority, perfected and, in the case of real property (whether leased or owned), title insured Liens in favor of the Agent pursuant to the terms and conditions hereunder or under any of the other Credit Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Agent shall reasonably request. Without limiting the generality of the above, the Credit Parties will cause 100% of the Capital Stock capital stock (or other equity interests) in each of its their direct or indirect Domestic Subsidiaries and and, to the extent permitted by applicable law, 65% of the Capital Stock capital stock (or other equity interests) in each of its their direct Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions hereunder, under any of the Security other Credit Documents or under such other security documents as the Administrative Agent shall reasonably request.
(b) ; provided that, notwithstanding the foregoing, the Credit Parties shall not be required to cause the Agent's Lien in 65% of the equity interests of A.K.H., S.A. to be perfected unless, if A.K.H., S.A. has any assets, A.K.H., S.A. shall not have been dissolved by the first anniversary of the Closing Date. If, subsequent to the Closing Date, a Credit Party shall (a) acquire any intellectual property, securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral collateral hereunder or under any of the Security Documentsother Credit Documents or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days) Days after any Responsible Officer officer of a Credit Party acquires knowledge of same same) notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action action, at its own expense expense, as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has Banks have a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all owned real properties and personal property of the Credit Parties located in the United States and States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other owned real properties and personal property of the Credit Parties. Each Credit Party shall, Parties and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth (iii) all leased real properties located in the Security DocumentsUnited States, subject in each case only to Permitted Liens.
Appears in 2 contracts
Samples: Credit Agreement (Cottontops Inc), Credit Agreement (Anvil Holdings Inc)
Pledged Assets. (a) Each Credit Party The Company will, and will cause each of its Subsidiaries to, cause (i) 100% of the outstanding Capital Stock in of each of its direct Victory, the Borrower and the Subsidiary Guarantors and (ii) 65% (to the extent the pledge of a greater percentage would be unlawful or indirect Domestic Subsidiaries would cause any materially adverse tax consequences to the Borrower or any Guarantor) of the voting Capital Stock and 65100% of the non-voting Capital Stock in of each of its first-tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) Borrower and the Subsidiary Guarantors, in each case to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a any Credit Party shall acquire any securities, instrumentsinstruments (except checks), chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower such Credit Party shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same such acquisition notify the Administrative Agent of same; provided that property the value of which, individually, is less than $500,000 and, in the aggregate, is less than $1,000,000 in any twelve-month period, shall not be required to be delivered until such time that all such property shall exceed $1,000,000 in the aggregate in any twelve-month period. Each of the Credit Party shall, and Parties shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(dSections 4.1(e) and 5.13(b) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property Collateral of Colgate, Victory, the Borrower and Subsidiary Guarantors and all tangible personal property Collateral of the Credit Parties Company located in the United States and (ii) to the extent deemed to be material required by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal real property of owned by the Credit Parties. Each Parties located in the United States, subject in each case only to Permitted Liens.
(c) If, subsequent to the Closing Date, a Credit Party shallleases a warehouse, plant or other real property material to such Person’s business and located within the United States, such Credit Party shall cause each (i) promptly notify the Administrative Agent of its Subsidiaries tosuch lease, adhere (ii) to the covenants regarding extent required by the location of personal Administrative Agent and to the extent consented to by the relevant landlord or not prohibited under the lease, promptly deliver to the Administrative Agent such Mortgage Instruments, title reports, Mortgage Policies, Surveys, environmental site assessment reports, legal opinions and other documentation as the Administrative Agent may reasonably require and (iii) use its reasonable best efforts to deliver to the Administrative Agent such estoppel letters, consents and waivers from the landlord on such real property as set forth in may be required by the Security DocumentsAdministrative Agent; provided, that the Credit Party shall not be required to expend any significant amount of money to obtain such estoppel letters, consents and waivers.
Appears in 2 contracts
Samples: Credit Agreement (Orthofix International N V), Credit Agreement (Orthofix International N V)
Pledged Assets. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries that such Credit Party owns and 65% of the voting Capital Stock in and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the that such Credit Parties) Party owns to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instrumentsinstruments having a fair market value in excess of $250,000, chattel paper evidencing obligations in excess of $250,000, owned real property or other personal property required having a fair market value in excess of $250,000required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or if any owned real property which has previously been subject to a mortgage or deed of trust in favor of a third party shall cease to be subject to such encumbrance, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer such acquisition or release of a Credit Party acquires knowledge of same encumbrance notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d4.1(e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property Collateral of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property (other than items of Collateral that are excluded from the Security Documents) or owned real property of the Credit Parties. Each Credit Party shall, and shall cause subject in each of its Subsidiaries to, adhere case only to the covenants regarding the location of personal property as set forth in the Security DocumentsPermitted Liens.
Appears in 1 contract
Pledged Assets. (a) Each Credit Party will cause Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) and 6566% of the Capital Stock in each of its first tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent or the Required Lenders shall reasonably request.
(b) If, subsequent to the Closing Effective Date, a Credit Party shall acquire a fee interest in any real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other personal property and required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of samesame concurrently with the delivery of the next financial statement referred to in Section 5.1(b). Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent or the Required Lenders (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Effective Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Samples: Agency Succession and Amendment Agreement (GateHouse Media, Inc.)
Pledged Assets. (a) Each Credit Party will cause Cause 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries Subsidiary of the Borrower held by the Borrower or any Subsidiary of the Borrower and 100% of the Non-Voting Equity (as defined in the Pledge Agreement) and 65% of the Capital Stock Voting Equity (as defined in the Pledge Agreement) of each of its the direct or indirect Foreign Subsidiaries of the Borrower and its Domestic Subsidiaries (other than Building Systems de Mexicobut, S.A. de C.V. in the case of indirect Foreign Subsidiaries of the Borrower and its Domestic Subsidiaries, to the extent it is that the grant of a pledge of Capital Stock of any such Foreign Subsidiary would result in an material adverse tax consequence to the Borrower, such Foreign Subsidiary Capital Stock shall not a wholly-owned Subsidiary of the Credit Partiesbe required to be pledged hereunder) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent or the Security Trustee (as the case may be) pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent or the Security Trustee shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall (i) acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent or the Security Trustee as Collateral hereunder or under any of the Security DocumentsDocuments or (ii) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party the Borrower acquires knowledge of same same, notify the Administrative Agent and the Security Trustee of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent or the Security Trustee (including, without limitation, any of the actions described in Section 4.1(d) or Section 4.1(e) hereof) to ensure that the Administrative Agent or the Security Trustee, (as the case may be) has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (iA) all personal property of the Credit Parties located in the United States and States, (iiB) to the extent deemed to be material by the Administrative Agent or the Security Trustee (as the case may be) or the Required Lenders in its or their reasonable judgment, all real property of the Credit Parties located in the United States and (C) to the extent deemed to be material by the Administrative Agent or the Security Trustee (as the case may be) or the Required Lenders in its or their sole reasonable discretionjudgment, all other personal and real property of the Credit Consolidated Parties, subject in each case only to Permitted Liens, but in any event, with respect to any such property owned by a Foreign Subsidiary, only to the extent that granting such a Lien to the Administrative Agent or the Security Trustee will not result in material adverse tax consequences to the Borrower. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to comply with the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Samples: Credit Agreement (Right Management Consultants Inc)
Pledged Assets. (a) Each Credit Party will cause all of its owned personal property located in the United States other than Excluded Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the loans and obligations owing hereunder pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens. Without limiting the generality of the above, the Credit Parties will cause (i) 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries issued and 65outstanding Capital
Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock in not entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) of each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to Canadian Subsidiary directly owned by the extent it is not a wholly-owned Borrower or any Domestic Subsidiary of the Credit Parties) Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) . If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property Property required for perfection to be delivered pledged to the Administrative Agent as Collateral hereunder by this Section 7.13 or under by any of the Security Collateral Documents, the Borrower Credit Parties shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each the same and each Credit Party shall, and shall cause each of its Domestic Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1(d) and (e)) at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority priority, perfected Lien (subject to Permitted Liens) to secure the obligations of the Credit Party Obligations Parties under the Credit Documents in (i) all owned personal property of the Credit Parties located in the United States and (ii) other than Excluded Property, subject in each case only to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit PartiesPermitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security DocumentsAgreement.
Appears in 1 contract
Samples: Credit Agreement (Take Two Interactive Software Inc)
Pledged Assets. (a) Each Credit Upon the occurrence of a Collateral Reinstatement, subject to the provisions of Sections 7.12 and 7.14(b), each Loan Party will cause 100% of the Capital Stock in each all of its direct or indirect Domestic Subsidiaries and 65% of the Capital Stock in each of its Foreign Subsidiaries (owned personal property other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) Excluded Property to be subject at all times to a first priority, perfected Lien Liens in favor of the Administrative Agent Agent, for the benefit of the holders of the Obligations, to secure the Obligations pursuant to the terms and conditions of the Security Collateral Documents or or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent subject only to Permitted Liens and in the Closing Datecase of any Subsidiary that becomes a Loan Party after the date hereof, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to deliver such documentation as the Administrative Agent as Collateral hereunder or under any of may reasonably request in connection with the Security Documentsforegoing, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any appropriate UCC-1 financing statements, documents of the actions described types referred to in Section 4.1(d5.01(f) hereof) for such Subsidiary and, if requested by Administrative Agent, favorable opinions of counsel to ensure that such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Lenders and the Administrative Agent agree that, unless an Event of Default has a first priority perfected Lien (subject occurred and is continuing, the Borrower and the other Loan Parties will not be required to Permitted Liens) take any action to perfect Liens on the Collateral to secure the Credit Obligations other than the filing of UCC-1 financing statements naming each Loan Party Obligations in (i) all personal property of the Credit Parties located in the United States as debtor and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documentssecured party.
Appears in 1 contract
Pledged Assets. (a) Each Credit Party will cause Cause 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries (other than the Inactive Subsidiaries) and 65% of the voting Capital Stock in and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same such acquisition notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d4.1(c) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, subject in each case only to Permitted Liens and shall cause each excluding the shares of Safeco Corporation Stock owned from time to time by the Borrower and its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security DocumentsSubsidiaries.
Appears in 1 contract
Pledged Assets. (a) Each Credit Party will cause Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) and 6566% of the Capital Stock in each of its first tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire a fee interest in any real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other personal property and required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of samesame concurrently with the delivery of the next financial statement referred to in Section 5.1(b). Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Closing Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Samples: First Lien Credit Agreement (GateHouse Media, Inc.)
Pledged Assets. (a) Each Credit To secure the Obligations, each Note Party will shall cause 100% of the issued and outstanding Capital Stock in of each of its direct or indirect Domestic Subsidiaries and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-Subsidiary directly owned Subsidiary of the Credit Parties) by any Note Party to be subject at all times to a first second priority, perfected Lien in favor of the Administrative Collateral Agent (junior and subordinated to the security granted under the Effective Date Existing Financing, and subject to Permitted Liens), for the benefit of the Secured Parties, pursuant to the terms and conditions of the Security Documents or Documents. In connection with the foregoing, the Company shall cause to be delivered to the Agents any filings and deliveries necessary to perfect the security interests in such other security documents as Capital Stock, all in accordance with the Administrative Agent shall reasonably requestterms of the applicable Security Document governing such Lien.
(b) IfWithout limiting any other provision of any Note Document, subsequent if any Note Party shall at any time acquire interests in property (other than Excluded Property) in a single transaction or series of transactions not otherwise subject to the Closing DateLien created by the Security Documents having a value of at least $500,000 in the aggregate, in each case not otherwise subject to a Credit Lien pursuant to, and in accordance with, the Security Documents, that Note Party shall acquire any securitiesnotify the Administrative Agent thereof, instrumentsno later than ten (10) Business Day following the end of the calendar quarter during which such acquisition of interests has been made, chattel paper and, if requested by the Administrative Agent, such Note Party shall, within ten (10) Business Days of such request (or such later date as acceptable to Administrative Agent in its sole discretion), execute, deliver and record a supplement to the Security Documents or other personal property required for perfection documents, subjecting such interest to the second priority Lien created by the Security Documents (junior and subordinated to the security granted under the Effective Date Existing Financing). In connection with the foregoing, if requested by the Collateral Agent, the Company shall cause to be delivered to the Administrative Agent as Collateral hereunder or under any Agents (addressed to the Agents and the Purchasers) opinions of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as counsel requested by any Agent and any filings and deliveries necessary to perfect the Administrative Agent (including, without limitation, any of the actions described security interests in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretionsuch assets, all other personal property of in substantially form and substance delivered on or about the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security DocumentsEffective Date.
Appears in 1 contract
Samples: Note Purchase Agreement (Gauzy Ltd.)
Pledged Assets. (a) Each Credit Party will cause all of its inventory and accounts receivable (and related general intangibles) located in the United States other than Excluded Property to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the Loans and obligations owing hereunder and under the other Credit Documents pursuant to the terms and conditions of the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens. Without limiting the generality of the above, the Credit Parties will cause 100% of the issued and outstanding Capital Stock in of each of its direct or indirect Domestic Subsidiaries and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of to secure the Administrative Agent Loans and obligations owing hereunder and under the other Credit Documents pursuant to the terms and conditions of the Security Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) . If, subsequent to the Closing Date, a Credit Party shall acquire any securitiesCapital Stock, instrumentsaccounts receivable, chattel paper inventory or other personal property general intangibles related thereto required for perfection to be delivered pledged to the Administrative Agent as Collateral hereunder or under any of the Security Collateral Documents, the Borrower Credit Parties shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1(d)) at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (to secure the Loans and obligations owing hereunder and under the other Credit Documents in all Collateral, subject only to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security DocumentsAgreement.
Appears in 1 contract
Samples: Credit Agreement (Friedmans Inc)
Pledged Assets. Each Credit Party will, and will cause each of its Subsidiaries to, cause (a) Each all of its owned personal property located in the United States and (b) to the extent deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, all of its other owned personal property, to be subject at all times to first priority, perfected Liens in favor of the Agent pursuant to the terms and conditions of the Collateral Documents or, with respect to any such property acquired subsequent to the Closing Date, such other additional security documents as the Agent shall reasonably request. In furtherance of the foregoing terms of this Section 7.13, the Borrower agrees to promptly provide the Agent with written notice of the acquisition by, or the entering into a lease by, any Credit Party of any asset(s) having a market value greater than $500,000, setting forth in reasonable detail the location and a description of the asset(s) so acquired. Without limiting the generality of the above, the Credit Parties will cause 100% of the Capital Stock or other equity interest in each of its their direct or indirect Domestic Subsidiaries and 65% of the Capital Stock or other equity interest in each of its their direct Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) . If, subsequent to the Closing Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Collateral Documents, the Borrower shall promptly (and in any event within three five (35) Business Days) after any Responsible Officer responsible officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Pledged Assets. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in the Borrower and each of its other direct or indirect Domestic Subsidiaries of the Company and 65% of the Capital Stock in each of its the Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) Company and its Domestic Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall (a) acquire any Material Intellectual Property, securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
(c) The Borrower shall use reasonable commercial efforts to deliver or cause to be delivered to the Agent satisfactory estoppel letters, consents and/or waivers from the landlords and other property owners with respect to each of its leased locations, warehouse or processing locations within 45 days following the Closing Date and within 45 days following the acquisition or leasing of additional locations by the Borrower or any of its Subsidiaries.
(d) The Borrower shall deliver or cause to be delivered to the Agent within 60 days following the Closing Date satisfactory evidence that the security interests of the Agent in the stock of Dimmit Industries and in any other property of the Credit Parties located in, or otherwise subject to the laws of, Mexico have been perfected under the laws of Mexico.
(e) The Borrower shall deliver or cause to be delivered to the Agent within 45 days following the Closing Date satisfactory evidence that the security interest of CIT Group/Business Credit, Inc. in the Galey & Lord trademark on file in the U.S. Patent and Trademark Office has been terminated and released.
Appears in 1 contract
Samples: Credit Agreement (Galey & Lord Inc)
Pledged Assets. (a) Each Credit Party will cause all of its owned personal property located in the United States to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent to secure the obligations of the Credit Parties under the Credit Documents pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens. Without limiting the generality of the above, the Credit Parties will cause (i) 100% of the issued and outstanding Capital Stock of each Domestic Subsidiary and (ii) 65% (or such greater percentage which would not result in each material adverse tax consequences) of its direct or indirect Domestic Subsidiaries the issued and 65outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock in not entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) of each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to Subsidiary directly owned by the extent it is not a wholly-owned Borrower or any Domestic Subsidiary of the Credit Parties) Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) . If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property Property required for perfection to be delivered pledged to the Administrative Agent as Collateral hereunder by this Section 7.13 or under by any of the Security Collateral Documents, the Borrower Credit Parties shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each same and each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1(e) and (f)) at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the obligations of the Credit Party Obligations Parties under the Credit Documents in (i) all owned personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit PartiesStates. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security DocumentsAgreement.
Appears in 1 contract
Samples: Credit Agreement (Ict Group Inc)
Pledged Assets. (a) Each Credit Party will cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be Be subject at all times to a first priority, perfected Lien with respect to all of such Credit Party's property and assets (subject in each case to Permitted Liens and excluding assets in the nature of stock of Serta Inc. to the extent the same is prohibited from being pledged or assigned) in favor of the Administrative Agent for the benefit of the Lenders pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
(b) Take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States, (ii) all real property of the Credit Parties located in the United States and (iii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal and real property of the Credit Parties, subject in each case only to Permitted Liens. Notwithstanding anything to the contrary contained in this Section 5.12, (i) no Credit Party shall be required to pledge or grant to the Administrative Agent, for the benefit of the Lenders, indirectly or directly more than 65% of its voting stock in any Foreign Subsidiary and (ii) no Foreign Subsidiary shall be required to pledge or grant to the Administrative Agent, for the benefit of the Lenders, indirectly or directly, any of its assets.
Appears in 1 contract
Samples: Credit Agreement (Sleepmaster LLC)
Pledged Assets. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 51% of the Capital Stock in the Borrower, 100% of the Capital Stock in each of its other direct or indirect Domestic Subsidiaries of the Borrower and 65% of the Capital Stock in each of its the first-tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) Borrower and its Domestic Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall (a) acquire any Intellectual Property, securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three twenty (320) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States, (ii) all real property of the Credit Parties located in the United States and (iiiii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal and real property of the Credit Parties, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Pledged Assets. (a) Each Credit Party will cause Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than, with respect to the Capital Stock of the Borrower, any Permitted Management Capital Stock) and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first prioritypriority (subject only to the Lien in favor of the Senior Agent securing the Senior Debt), perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire any real property or any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent (or, as the case may be, to the Control Agent, for the benefit of the Secured Parties pursuant to the Intercreditor Agreement) as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. .
(c) Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereofor (e) hereof and delivery of opinions of counsel) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders Purchasers in its or their sole reasonable discretion, all other personal property of the Credit Parties, (iii) subject to Section 5.20, all owned real property of the Credit Parties located in the United States and (iv) subject to Section 5.20, all leased real property of the Credit Parties located in the United States. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Samples: Note Purchase Agreement (Bravo Brio Restaurant Group, Inc.)
Pledged Assets. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in the Borrower and each of its other direct or indirect Domestic Subsidiaries of the Borrower and 65% of the Capital Stock in each of its the Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) Borrower and its Domestic Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall (a) acquire any Material Intellectual Property, securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Samples: Credit Agreement (Galey & Lord Inc)
Pledged Assets. (a) Each Credit Party The Company and its Domestic Subsidiaries will cause 100% of the Capital Stock in of each of its direct or indirect Material Domestic Subsidiaries Subsidiary and 65% of the Capital Stock in of each of its first-tier Material Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the ratable benefit of the Secured Parties pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) IfThe Dutch Borrower and Alliance AG will cause 100% of the Capital Stock of each of their respective direct or indirect Material Foreign Subsidiaries to be subject at all times to a first priority, subsequent perfected Lien in favor of the Administrative Agent for the ratable benefit of the Secured Parties to secure the Dutch Borrower’s obligations pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(c) The Company will (i) cause each loan or advance on or after the Closing Date, Date by the Company to a Subsidiary that is not a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered evidenced by a promissory note, (ii) deliver such promissory note to the Administrative Agent Agent, together with an appropriate allonge or other endorsement reasonably satisfactory to the Administrative Agent, and (iii) execute such Security Documents in connection with the pledge of such promissory note as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. may reasonably request.
(d) Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property accounts receivable of the Credit Parties located in Company and the United States Domestic Guarantors and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property inventory of the Credit Parties. Each Credit Party shall, Company and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security DocumentsDomestic Guarantors (other than Excluded Inventory).
Appears in 1 contract
Samples: Credit Agreement (Alliance One International, Inc.)
Pledged Assets. (a) Each Credit Party The Company and its Subsidiaries will cause (i) 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries and 65Guarantor, (ii) 100% of the Capital Stock in of each of its Foreign Subsidiaries Domestic Subsidiary held directly by the Company or any Domestic Guarantor (other than Building Systems de Mexicoor, S.A. de C.V. to if less, the extent it is not a wholly-full amount owned Subsidiary by the Company and each Domestic Subsidiary) and (iii) 100% of the Credit PartiesCapital Stock of each Material Foreign Subsidiary directly held by the Company or a Domestic Subsidiary (or, if less, the full amount owned by the Company and each Domestic Subsidiary) (provided that, with respect to Voting Stock only, not more than 65% in the aggregate of the total outstanding Voting Stock of any Material Foreign Subsidiary shall be required to be pledged at any given time by the Company and the Domestic Subsidiaries) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the ratable benefit of the Secured Parties pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) IfThe Company and its Subsidiaries will cause 100% of the Capital Stock (other than directors’ qualifying shares and/or other nominal amounts of shares required to be held by local nationals, subsequent in each case to the Closing Dateextent required by applicable law) of (i) the Dutch Borrower, (ii) Alliance AG, (iii) the Foreign Subsidiaries set forth on Schedule 1.1(b), (iv) each of their respective Material Foreign Subsidiaries, and (v) WLT to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent for the ratable benefit of the Secured Parties to secure the Dutch Borrower’s and Alliance AG’s obligations pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request; provided, however, that (x) a pledge of the Capital Stock of China Brasil Tabacos Exportadora Ltda. shall not be required pursuant to this clause (b) prior to August 1, 2014, and (y) if at any time more than 65% of the aggregate issued and outstanding Voting Stock of any Foreign Subsidiary is pledged (any such excess Voting Stock being herein called “Excess Material Foreign Subsidiary Voting Stock”), such Excess Material Foreign Subsidiary Voting Stock shall only secure Credit Party shall acquire Obligations consisting of the Credit Party Obligations of the Dutch Borrower and guarantees by one or more Guarantors of Credit Party Obligations of the Dutch Borrower.
(c) The Company and the Domestic Guarantors will (i) cause each loan or advance that is outstanding on or after the Effective Date by the Company or any securities, instruments, chattel paper Domestic Guarantor to a Subsidiary to be evidenced by the Intercompany Note or other personal property required for perfection to be delivered promissory notes, (ii) deliver the Intercompany Note and such other promissory notes to the Administrative Agent as Collateral hereunder Agent, together with an appropriate allonges or under any other endorsement reasonably satisfactory to the Administrative Agent, and (iii) execute such Security Documents in connection with the pledge of the Security Documents, the Borrower shall promptly (Intercompany Note and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify such promissory notes as the Administrative Agent of same. Each Credit Party shall, may reasonably request.
(d) The Company and each Domestic Guarantor shall cause each of its Subsidiaries to, take such action at its own expense as reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property accounts receivable of the Credit Parties located in the United States Company and its Domestic Guarantors and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property inventory of the Credit Parties. Each Credit Party shall, Company and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security DocumentsDomestic Guarantors (other than Excluded Inventory).
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Alliance One International, Inc.)
Pledged Assets. (a) Each Credit Party will Subject to the terms and conditions of the Security Documents, cause 100% of the Capital Stock in each of its the Borrower's direct or indirect Domestic Subsidiaries and 65% of the Capital Stock in each of its the Borrower's direct Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) IfSubject to the terms and conditions of the Security Documents, if, subsequent to the Closing Date, a Credit Party the Borrower shall acquire any real property or any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and The Borrower shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, including any of the actions described in Section 4.1(d4.1(c) or (d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties Borrower located in the United States and States, (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit PartiesBorrower, subject in each case only to Permitted Liens and (iii) all real property of the Borrower located in the United States. Each Credit Party The Borrower shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Pledged Assets. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries that such Credit Party owns and 65% of the voting Capital Stock in and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the that such Credit Parties) Party owns to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire any owned real property, securities, instrumentsinstruments having a fair market value in excess of $250,000, chattel paper evidencing obligations in excess of $250,000, or other personal property having a fair market value in excess of $250,000 required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or if any owned real property which has previously been subject to a mortgage or deed of trust in favor of a third party shall cease to be subject to such encumbrance, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer such acquisition or release of a Credit Party acquires knowledge of same encumbrance notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property Collateral of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property (other than items of Collateral that are excluded from the Security Documents) or owned real property of the Credit Parties, subject in each case only to Permitted Liens. Each With respect to any real property leased by a Credit Party, to the extent requested by the Administrative Agent, such Credit Party shallshall use its commercially reasonable best efforts to deliver to the Administrative Agent a landlord waiver in form and substance reasonably satisfactory to the Administrative Agent. With respect to any owned real property of a Credit Party required to be pledged to the Administrative Agent pursuant to this Section 5.12, such Credit Party shall deliver the following documentation, which in each case shall be in form and substance reasonably satisfactory to the Administrative Agent:
(A) a fully executed and notarized Mortgage Instrument encumbering the fee interest in such real property;
(B) a title report in respect of such real property;
(C) a Mortgage Policy in an amount reasonably satisfactory to the Administrative Agent, which Mortgage Policy shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request;
(D) evidence as to (1) whether such real property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and (2) if such real property is a Flood Hazard Property, (x) whether the community in which such real property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party's written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such real property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and shall cause (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(E) map or plat of an as-built survey of the site of the real property certified to the Administrative Agent and the Title Insurance Company issuing the applicable Mortgage Policy in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to each of its Subsidiaries tothe Administrative Agent and such Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to each of the Administrative Agent and such Title Insurance Company, adhere which map or plat and the survey on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable Mortgage Policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such map, plat or survey the following: (1) the location on such site of all the buildings, structures and other improvements and the established building setback lines; (2) the lines of streets abutting the site and width thereof; (3) all access and other easements appurtenant to the covenants regarding site necessary to use the location site; (4) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of personal the site or otherwise known to the surveyor; (5) any encroachments on any adjoining property by the building structures and improvements on the site; and (6) if the site is described as set forth being on a filed map, a legend relating the survey to such map;
(F) an environmental review of such real property, including but not limited to Phase I environmental assessments, together with a reliance letter in favor of the Security DocumentsLenders;
(G) an opinion of counsel to the Credit Parties for the jurisdiction in which such real property located; and
(H) to the extent readily available, a zoning letter from the municipality or other Governmental Authority for the jurisdiction in which the real property is located.
Appears in 1 contract
Pledged Assets. (a) Each Credit Party will cause Cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries (other than Unrestricted Subsidiaries) and 6566% of the Capital Stock in each of its first tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Effective Date, a Credit Party shall acquire a fee interest in any real property with a fair market value in excess of $1,000,000 or any securities, instruments, chattel paper or other personal property and required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of samesame concurrently with the delivery of the next financial statement referred to in Section 5.1(b). Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) in accordance with the Security Documents to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. To the extent any Credit Party acquires real property located in the United States having a fair market value in excess of $1,000,000 after the Effective Date, such Credit Party shall deliver a Mortgage Instrument in form and substance satisfactory to the Administrative Agent granting a perfected Lien upon recording in the appropriate office to secure the Credit Party Obligations. Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Pledged Assets. (a) Each Credit To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party or cease to be Excluded Subsidiaries, in each case, after the Closing Date), the Loan Parties will promptly (and in any event substantially concurrently with the next delivery of a Compliance Certificate pursuant to Section 6.02 hereof or such earlier date as provided under Section 6.12) execute and deliver to the Administrative Agent supplement and joinder documents as required under the Security Agreement (and all such other documents, to the extent applicable as determined by the Administrative Agent), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably requests or deems necessary or advisable in order to ensure that each Loan Party (including any Person required to become a Guarantor pursuant to Section 6.12) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest in the Collateral of such Loan Party.
(b) Without limiting the generality of the above, the Loan Parties will cause (a) 100% of the issued and outstanding Capital Stock owned by the Loan Parties of each Domestic Subsidiary (other than an Excluded Subsidiary described in each clause (b) of its direct the definition thereof) and (b) 65% (or indirect Domestic Subsidiaries such greater percentage that could not reasonably be expected to cause any material adverse tax consequences) of the issued and 65outstanding Capital Stock owned by the Loan Parties entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not Subsidiary directly owned by a wholly-Loan Party or any Foreign Subsidiary Holdco owned Subsidiary of the Credit Parties) by a Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Collateral Documents or such other security documents as the Administrative Agent shall reasonably requestrequest except to the extent any such Capital Stock shall constitute Excluded Property.
(bc) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security DocumentsReserved.
Appears in 1 contract
Pledged Assets. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries and 65% of the voting Capital Stock in and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same such acquisition notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d4.1(c) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
Appears in 1 contract
Pledged Assets. (a) Each Credit Party will cause (i) (A) 100% of the Capital Stock in (or, if less, the full amount owned by such Credit Party) of each of its the direct or indirect Domestic Subsidiaries which are Material Subsidiaries of such Person and which are Restricted Subsidiaries, but which are not Subsidiaries of the Acquired Company, and (B) 65% of the Capital Stock in (or, if less, the full amount owned by such Credit Party) of each of its the First Tier Foreign Subsidiaries which are Material Subsidiaries of such Person (other than Building Systems de Mexico, S.A. de C.V. to the extent it is but which are not a wholly-owned Subsidiary Subsidiaries of the Acquired Company), unless otherwise agreed by the Administrative Agent, and (ii) all of such Credit Parties) Party's real and personal property Collateral to be subject at all times to a first priority, perfected Lien in in, favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably requestrequest subject only to Permitted Liens; provided, however, that notwithstanding the foregoing, no Unrestricted Subsidiary shall be required to pledge the Capital Stock of its Subsidiaries and the Borrower shall not be required to pledge the Capital Stock of Suiza Capital Trust II, and the Acquired Company and its Subsidiaries shall not be required to grant Liens in any real property nor in any equity ownership interests of any of the Acquired Company's Subsidiaries that own any real property.
(b) If, subsequent to the Closing Date, Within 30 days after a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to changes the Administrative Agent as Collateral hereunder or under any location of the Security Documentsits chief executive office, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, such change and shall execute and deliver, or cause each of its Subsidiaries toto be executed and delivered, take such action at its own expense as requested by to the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that such UCC financing statements and other documentation as the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documentsmay reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Dean Foods Co/)
Pledged Assets. (a) Each Credit Party will cause 100% (i) all of its owned personal property located in the United States other than Excluded Property and (ii) all of its Eligible Real Property to be subject at all times to first priority, perfected and, in the case of real property (whether leased or owned), title insured Liens in favor of the Administrative Agent to secure the Guaranteed Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Administrative Agent shall reasonably request, subject in any case to Permitted Liens. With respect to any Eligible 69 Real Property acquired by any Credit Party subsequent to the Closing Date and required by this Section 7.13 to be pledged to the Administrative Agent, such Person will cause to be delivered to the Administrative Agent with respect to such Eligible Real Property all documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(f) in form acceptable to the Administrative Agent. Without limiting the generality of the above, the Credit Parties will cause (i) one hundred percent (100%) of the issued and outstanding Capital Stock of each Domestic Subsidiary and (ii) sixty-five percent (65%) (or such greater percentage which would not result in each of its direct or indirect Domestic Subsidiaries and 65% material adverse tax consequences) of the issued and outstanding Capital Stock in entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) of each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to Subsidiary directly owned by the extent it is not a wholly-owned Borrower or any Domestic Subsidiary of the Credit Parties) Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Collateral Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) . If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property Property required for perfection to be delivered pledged to the Administrative Agent as Collateral hereunder by this Section 7.13 or under by any of the Security Collateral Documents, the Borrower Credit Parties shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each same and each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including but not limited to the actions set forth in Sections 5.1(e) and (f)) at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Guaranteed Obligations in (i) all owned personal property of the Credit Parties located in the United States other than Excluded Property and (ii) all Eligible Real Property, subject in each case only to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit PartiesPermitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in this Credit Agreement and the Security DocumentsAgreement.
Appears in 1 contract
Samples: Credit Agreement (Rockford Corp)
Pledged Assets. (a) Each Credit Party will cause (i) (A) 100% of the Capital Stock in (or, if less, the full amount owned by such Credit Party) of each of its the direct or indirect Domestic Subsidiaries which are Material Subsidiaries of such Person and which are Restricted Subsidiaries, but which are not Subsidiaries of the Acquired Company, and (B) 65% of the Capital Stock in (or, if less, the full amount owned by such Credit Party) of each of its the First Tier Foreign Subsidiaries which are Material Subsidiaries of such Person (other than Building Systems de Mexico, S.A. de C.V. to the extent it is but which are not a wholly-owned Subsidiary Subsidiaries of the Acquired Company), unless otherwise agreed by the Administrative Agent, and (ii) all of such Credit Parties) Party's real and personal property Collateral to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably requestrequest subject only to Permitted Liens; provided, however, that notwithstanding the foregoing, no Unrestricted Subsidiary shall be required to pledge the Capital Stock of its Subsidiaries and the Borrower shall not be required to pledge the Capital Stock of Suiza Capital Trust II, and the Acquired Company and its Subsidiaries shall not be required to grant Liens in any real property nor in any equity ownership interests of any of the Acquired Company's Subsidiaries that own any real property.
(b) If, subsequent to the Closing Date, Within 30 days after a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to changes the Administrative Agent as Collateral hereunder or under any location of the Security Documentsits chief executive office, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, such change and shall execute and deliver, or cause each of its Subsidiaries toto be executed and delivered, take such action at its own expense as requested by to the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that such UCC financing statements and other documentation as the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documentsmay reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Suiza Foods Corp)
Pledged Assets. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries that such Credit Party owns and 65% of the voting Capital Stock in and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the that such Credit Parties) Party owns to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) The Credit Parties have executed and delivered, or will execute and deliver, to the Administrative Agent Mortgage Instruments encumbering the real property of the Credit Parties set forth in Schedule 5.12(b). Subject to the limitation set forth in Section 5.12(c), real property acquired or leased by a Credit Party after the Closing Date shall be subject to the requirements set forth in this Section 5.12(b). If, subsequent to the Closing Date, a Credit Party shall acquire any owned real property, securities, instrumentsinstruments having a fair market value in excess of $500,000, chattel paper evidencing obligations in excess of $500,000, or other personal property having a fair market value in excess of $500,000 required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or if any owned real property which has previously been subject to a mortgage or deed of trust in favor of a third party shall cease to be subject to such encumbrance, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer such acquisition or release of a Credit Party acquires knowledge of same encumbrance notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise reasonably requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Secured Obligations in (i) all personal property Collateral of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property (other than items of Collateral that are excluded from the Security Documents) or, subject to the terms of Section 5.12(c), owned real property of the Credit PartiesParties (and certain leasehold property interests if an Event of Default has occurred and is continuing to the extent deemed necessary by the Administrative Agent), subject in each case only to Permitted Liens. Each Subject to the terms of Section 5.12(c), with respect to any real property leased by a Credit Party shallsubsequent to the Closing Date, to the extent requested by the Administrative Agent, such Credit Party shall use its commercially reasonable efforts to deliver to the Administrative Agent a landlord waiver in form and substance reasonably satisfactory to the Administrative Agent. With respect to any owned or leased real property of a Credit Party required to be mortgaged to the Administrative Agent pursuant to this Section 5.12, such Credit Party shall deliver the following documentation, which in each case shall be in form and substance reasonably satisfactory to the Administrative Agent:
(A) a fully executed and notarized Mortgage Instrument encumbering (1) the fee interest in such real property or (2) if an Event of Default has occurred and is continuing, the leasehold interest in such property to the extent deemed necessary by the Administrative Agent;
(B) a title report in respect of such real property;
(C) a Mortgage Policy in an amount reasonably satisfactory to the Administrative Agent, which Mortgage Policy shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request;
(D) evidence as to (1) whether such real property is a Flood Hazard Property and (2) if such real property is a Flood Hazard Property, (x) whether the community in which such real property is located is participating in the National Flood Insurance Program, (y) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (I) as to the fact that such real property is a Flood Hazard Property and (II) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program, and shall cause (z) copies of insurance policies or certificates of insurance of the Credit Parties and their Subsidiaries evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders;
(E) map or plat of an as-built survey (or, to the extent approved by the Administrative Agent, a boundary survey) of the site of the real property certified to the Administrative Agent and the Title Insurance Company issuing the applicable Mortgage Policy in a manner reasonably satisfactory to them, dated a date reasonably satisfactory to each of its Subsidiaries tothe Administrative Agent and such Title Insurance Company by an independent professional licensed land surveyor selected by the Borrower and reasonably satisfactory to each of the Administrative Agent and such Title Insurance Company, adhere which map or plat and the survey on which they are based shall be sufficient to delete any standard printed survey exception contained in the applicable Mortgage Policy and be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such map, plat or survey the following: (1) the location on such site of all the buildings, structures and other improvements and the established building setback lines; (2) the lines of streets abutting the site and width thereof; (3) all access and other easements appurtenant to the covenants regarding site necessary to use the location site; (4) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of personal the site or otherwise known to the surveyor; (5) any encroachments on any adjoining property by the building structures and improvements on the site; and (6) if the site is described as set forth being on a filed map, a legend relating the survey to such map;
(F) an environmental review of such real property, including but not limited to Phase I environmental assessments, together with a reliance letter in favor of the Security DocumentsLenders;
(G) an opinion of counsel to the Credit Parties for the jurisdiction in which such real property located; and
(H) to the extent readily available, a zoning letter from the municipality or other Governmental Authority for the jurisdiction in which the real property is located.
(c) Notwithstanding the foregoing terms of Section 5.12(b), (i) any document required to be delivered to the Administrative Agent pursuant to this Section 5.12 that is not delivered on or prior to the Closing Date, shall be delivered to the Administrative Agent within sixty (60) days of the Closing Date (or such extended period of time as agreed to by the Administrative Agent) and (ii) so long as the Leverage Ratio is less than or equal to 2.00 to 1.00 as of the last fiscal quarter end for which the Leverage Ratio is reported pursuant to Section 5.1(c), then the Credit Parties shall not be required to obtain or deliver a Mortgage Instrument, Mortgage Policy, landlord waiver or other instrument or documentation referenced in Section 5.12(b) with respect to any real property leased or acquired by any Credit Party after the Closing Date; provided that to the extent any real property is leased or acquired by a Credit Party after the Closing Date with proceeds from a Recovery Event involving a Mortgaged Property, the Credit Parties shall deliver such documentation referenced in Section 5.12(b) with respect to such real property.
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Pledged Assets. (a) Each Credit Party will cause 100% of the Capital Stock in each of its direct or indirect Domestic Subsidiaries and 65% (or such higher percentage that would not result in material adverse tax consequences for such Credit party) of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries, in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. case to the extent it is not a wholly-owned Subsidiary of the by such Credit Parties) Party, to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent Subject to the Closing Dateterms of subsections (c) and (d) below, a each Credit Party shall acquire any securities, instruments, chattel paper or other will cause its real property and tangible and intangible personal property required for perfection to be delivered subject at all times to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Agent has a first priority priority, perfected Lien (subject in each case to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property favor of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or pursuant to the Required Lenders in its or their sole reasonable discretion, all other personal property terms and conditions of the Credit PartiesSecurity Documents or such other security documents as the Administrative Agent shall reasonably request. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
(c) To the extent otherwise permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in any real property (“Real Estate”) after the Closing Date and (i) such Real Estate has a fair market value in excess of $1,000,000 or (ii) such Credit Party proposes using the proceeds of the Loans to finance such acquisition, it shall first provide to the Administrative Agent a mortgage or deed of trust granting the Administrative Agent a first priority Lien on such Real Estate, together with environmental audits, mortgage title insurance commitment, real property survey, local counsel opinion(s), and, if required by Administrative Agent, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by the Administrative Agent, in each case, in form and substance reasonably satisfactory to Administrative Agent.
(d) Each Credit Party shall use its best efforts to obtain a landlord’s agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, mortgagee of owned property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral with a fair market value in excess of $500,000 is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Administrative Agent. No real property or warehouse space shall be leased by any Credit Party and no inventory shall be shipped to a processor or converter under arrangements established after the Closing Date without the prior written consent of the Administrative Agent or, unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.
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Samples: Credit Agreement (Amedisys Inc)
Pledged Assets. (a) Each Credit Party will cause 100% (i) all of its owned personal property located in the United States other than Excluded Property and (ii) all of its Eligible Real Property to be subject at all times to first priority, perfected and, in the case of real property (whether leased or owned), title insured Liens in favor of the Collateral Agent to secure the Guaranteed Obligations pursuant to the terms and conditions of the Collateral Documents or, with respect to any such Property acquired subsequent to the Closing Date, such other additional security documents as the Collateral Agent shall reasonably request, subject in any case to Permitted Liens. With respect to any Eligible Real Property acquired by any Credit Party subsequent to the Closing Date and required by this Section 7.13 to be pledged to the Collateral Agent, such Person will cause to be delivered to the Collateral Agent with respect to such Eligible Real Property all documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(f) in form acceptable to the Collateral Agent. Without limiting the generality of the above, the Credit Parties will cause (i) one hundred percent (100%) of the issued and outstanding
Section 1. 956-2(c)(2)) and one hundred percent (100%) of the issued and outstanding Capital Stock in not entitled to vote (within the meaning of Treas. Reg.
Section 1. 956-2(c)(2)) of each of its direct Foreign Subsidiary directly owned by the Borrower or indirect any Domestic Subsidiaries and 65% of the Capital Stock in each of its Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to the extent it is not a wholly-owned Subsidiary of the Credit Parties) Borrower to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent pursuant to the terms and conditions of the Security Collateral Documents or such other security documents as the Administrative Collateral Agent shall reasonably request.
(b) . If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property Property required for perfection to be delivered pledged to the Administrative Collateral Agent as Collateral hereunder by this Section 7.13 or under by any of the Security Collateral Documents, the Borrower Credit Parties shall promptly (and in any event within three (3) Business Days) after any Responsible Officer of a Credit Party acquires knowledge notify the Collateral Agent of same notify the Administrative Agent of same. Each and each Credit Party shall, and shall cause each of its Subsidiaries to, take such action (including, without limitation, the actions set forth in Sections 5.1(e) and (f)) at its own expense as requested by the Administrative Collateral Agent (including, without limitation, any of the actions described in Section 4.1(d) hereof) to ensure that the Administrative Collateral Agent has a first priority priority, perfected Lien (subject to Permitted Liens) to secure the Credit Party Guaranteed Obligations in (i) all owned personal property of the Credit Parties located in the United States other than Excluded Property and (ii) all Eligible Real Property, subject in each case only to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit PartiesPermitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in this Credit Agreement and the Security DocumentsAgreement.
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Samples: Credit Agreement (Ameripath Inc)
Pledged Assets. (a) Each Credit Party The Borrower will cause 100% of the Capital Stock in of each of its direct or indirect Domestic Subsidiaries owned by the Borrower and its Domestic Subsidiaries and 65% of the Capital Stock in each of its the first tier Foreign Subsidiaries (other than Building Systems de Mexico, S.A. de C.V. to owned by the extent it is not a wholly-owned Subsidiary of the Credit Parties) Borrower and its Domestic Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request.
(b) If, subsequent to the Closing Date, a Credit Party shall (a) acquire any Intellectual Property, securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security DocumentsDocuments or (b) acquire or lease any real property, the Borrower shall promptly (and in any event within three twenty (320) Business Days) after any Responsible Officer of a Credit Party acquires knowledge of same notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(d) or (e) hereof) to ensure that the Administrative Agent has a first priority perfected Lien (subject to Permitted Liens) to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States, (ii) all real property of the Credit Parties located in the United States and (iiiii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal and real property of the Credit Parties, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents.
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