Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary. (b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained. (c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 2 contracts
Samples: Credit Agreement, Amendment Agreement (Level 3 Communications Inc)
Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 II Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 II Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 II Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 II Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 II Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 II Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 II Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 II Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 II Term Obligations, Obligations shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 II Guarantee Permit Condition and the Tranche B 2024 II Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 II Guarantee Permit Condition or the Tranche B 2024 II Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, each of which is a Guarantor and/or Grantor with respect to any other Class of Loans. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 II Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 2 contracts
Samples: Credit Agreement (Level 3 Communications Inc), Credit Agreement (Level 3 Communications Inc)
Collateral and Guarantees. (a) Notwithstanding anything At all times following the Collateral Effective Date and prior to the contrary in the Existing Credit Agreementany Collateral Release Date, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Equity Interests of any newly created or acquired Wholly Owned Subsidiary (other than any Immaterial Subsidiary) or any Regulated Grantor newly issued Equity Interests of any existing Wholly Owned Subsidiary (other than any Immaterial Subsidiary, (i) acquired by the Borrower or any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially of its Subsidiaries that is intended to be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates subject to the Tranche B 2024 Term ObligationsLien created by the Pledge Agreement (as described in Section 7.08(a)) but which is not so subject, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Daysthirty (30) following satisfaction days after the acquisition, creation or issuance thereof): (i) execute and deliver to the Administrative Agent such amendments to the Pledge Agreement or such other documents as the Administrative Agent shall deem necessary to grant to the Administrative Agent, for the benefit of the Tranche B 2024 Guarantee Permit Condition holders of the Obligations, a Lien on such Equity Interests (provided that, in no event, shall any Loan Party be required to pledge more than 65% of the total voting power of the Equity Interests in any Foreign Subsidiary), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with applicable Law, including delivering all such original stock certificates, if any, evidencing such Equity Interests to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent or the Tranche B 2024 Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) At all times prior to the Guaranty Release Date, with respect to any Person that, subsequent to the Closing Date, becomes a direct or indirect Wholly Owned Subsidiary that is a Domestic Subsidiary of the Borrower (other than an Immaterial Subsidiary) promptly (and in any event within thirty (30) days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement in substantially the same form as Exhibit I and, at all times following the Collateral Permit Condition in respect Effective Date but prior to any Collateral Release Date, to the extent such Subsidiary holds any Equity Interests of any Regulated Guarantor Wholly Owned Subsidiary that is not an Immaterial Subsidiary, to become a party to the Pledge Agreement and deliver all of the other items related to such pledged Equity Interests required by Section 7.08 and (ii) if reasonably requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) As described in the foregoing provisions of Section 7.08 and this Section 7.09, (i) no Immaterial Subsidiary, Foreign Subsidiary or Regulated Grantor Subsidiary. For purposes Non-Wholly Owned Subsidiary (except as provided in Section 7.09(d) or (e) below) of the Borrower or its Subsidiaries shall be required to become a Guarantor hereunder or grant a Lien on the Equity Interests of its Subsidiaries pursuant to xxx Xxxxxx Agreement, (ii) no Equity Interests of an Immaterial Subsidiary (except as provided in Section 7.08(b)) shall be required to be pledged hereunder and (iii) no more than 65% of the total combined voting power of the Equity Interests in any direct or indirect Foreign Subsidiary of the Borrower shall be required to be pledged hereunder; provided, that if any Domestic Subsidiary that is not wholly owned thereafter becomes a Wholly Owned Subsidiary prior to the Guaranty Release Date or if any Immaterial Subsidiary that is a Domestic Subsidiary ceases to be an Immaterial Subsidiary prior to the Guaranty Release Date, then each such Subsidiary shall become a Guarantor under this Section, Agreement and if such event occurs after the requirement that Xxxxx 0Collateral Effective Date but prior to any Collateral Release Date, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed grant to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent Agent, on behalf of the Lenders, a Lien on its Equity Interests in accordance with the terms of the Pledge Agreement and deliver all of the Tranche B 2024 Term Lenders will cooperate items related to the pledge of such Equity Interests required by Section 7.08 with Level 3 and the Borrower as necessary respect to enable them to comply with their obligations under this Section. such Equity Interests.
(d) Notwithstanding anything to the contrary contained in this Section 2Agreement, prior to the Guaranty Release Date, the Existing Credit aggregate amount of the Non-Loan Party Operating Assets shall at no time be greater than 25% of the Total Assets.
(e) Notwithstanding anything to the contrary contained in this Agreement, if at any time any Subsidiary that is not required to be a Guarantor hereunder provides a guarantee of the Restated Credit Agreement Borrower's obligations in respect of any Indebtedness of the type described in any of clauses (a), (e) or (f) of the definition of "Indebtedness" contained in Section 1.01, then promptly (and in any other Loan Document, it is understood and agreed that none of Xxxxx 0event within 30 days thereof), the Borrower cause such Subsidiary to (i) become a Guarantor hereunder by executing and delivering to the Administrative Agent a Joinder Agreement or any Subsidiary such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiaryform and substance, in each caseand from counsel, reasonably satisfactory to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtainedAdministrative Agent.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first immediately preceding sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first immediately preceding sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, Obligations shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, each of which is a Guarantor and/or Grantor with respect to the Tranche A Term Loans. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 2019 Term Obligations or the Tranche B 2016 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 2019 Term Obligations or the Tranche B 2016 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 2019 Term Obligations or the Tranche B 2016 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 2019 Guarantee Permit Condition or the Tranche B 2016 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 2019 Term Obligations or the Tranche B 2016 Term Obligations, as the case may be, are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 2019 Term Obligations or the Tranche B 2016 Term Obligations, as the case may be, as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 2019 Term Obligations or the Tranche B 2016 Term Obligations, as the case may be, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 2019 Collateral Permit Condition or the Tranche B 2016 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 2019 Term Obligations or the Tranche B 2016 Term Obligations, as the case may be, are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 2019 Term Obligations or the Tranche B 2016 Term Obligations, as the case may be, as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 2019 Term Obligations or the Tranche B 2016 Term Obligations, as applicable, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 2019 Guarantee Permit Condition, the Tranche B 2016 Guarantee Permit Condition, the Tranche B 2019 Collateral Permit Condition and the Tranche B 2024 2016 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 2019 Guarantee Permit Condition, the Tranche B 2016 Guarantee Permit Condition, the Tranche B 2019 Collateral Permit Condition or the Tranche B 2024 2016 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 2019 Term Lenders or the Tranche B 2016 Lenders, as the case may be, will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 B-II 2019 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 B-II 2019 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 B-II 2019 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 B-II 2019 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 B-II 2019 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 B-II 2019 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 B-II 2019 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 B-II 2019 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 B-II 2019 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 B-II 2019 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 B-II 2019 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 B-II 2019 Guarantee Permit Condition and Condition, the Tranche B 2024 B-II 2019 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 B-II 2019 Guarantee Permit Condition or the Tranche B 2024 B-II 2019 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 B-II 2019 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Samples: Amended and Restated Credit Agreement (Level 3 Communications Inc)
Collateral and Guarantees. (a) Notwithstanding anything Right to Release Collateral or Guarantees. Subject to Section 19, without further written consent or authorization from the contrary in the Existing Credit AgreementPurchasers, the Restated Credit Agreement Agent may execute any documents or any other Loan Document, solely with respect instruments necessary to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) release any Guarantee provided by lien encumbering any Regulated Guarantor Subsidiary item of Collateral that is the subject of a sale or other disposition of assets permitted under any Security Document shall initially be deemed not the terms of Transaction Documents or to Guarantee the Tranche B 2024 Term Obligationswhich Requisite Purchasers have otherwise consented, or (ii) release any Liens on, or other security interests in or pledges of, assets granted by Subsidiary Grantor from its Guarantee upon the sale of such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates permitted pursuant to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) terms and conditions of the first sentence of this paragraph (a) shall become inoperative with respect Transaction Documents or to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall which Requisite Purchasers have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiaryotherwise consented.
(b) Each Right to Realize on Collateral and Enforce Guarantees. Anything contained in any of Level 3 the Transaction Documents to the contrary notwithstanding, the Grantors, the Agent and the Borrower each Purchaser hereby agree that (i) will endeavorno Purchaser shall have any right individually to realize upon any of the Collateral or to enforce any of the Guarantees, it being understood and cause each Regulated Guarantor Subsidiary agreed that all powers, rights and Regulated Grantor Subsidiary to endeavorremedies hereunder may be exercised solely by the Agent, on behalf of Purchasers in good faith using commercially reasonable effortsaccordance with the terms hereof and all powers, to (A) cause rights and remedies under the Tranche B 2024 Guarantee Permit Condition and other Security Documents may be exercised solely by the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date Agent, and (ii) will cause in the General Counselevent of a foreclosure by the Agent on any of the Collateral pursuant to a public or private sale, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan DocumentSecured Party may be the purchaser of any or all of such Collateral at any such sale and the Agent, it is understood as agent for and agreed that none representative of Xxxxx 0Secured Parties (but not any Purchaser or Purchasers in its or their respective individual capacities unless Requisite Purchasers shall otherwise agree in writing) shall be entitled, for the Borrower purpose of bidding and making settlement or payment of the purchase price for all or any Subsidiary shall be required to submit portion of the Collateral sold at any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each casesuch public sale, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect use and apply any of the CenturyLink Acquisition or Obligations as a credit on account of the purchase price for any financing relating thereto and has not yet been obtainedcollateral payable by the Agent at such sale.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Samples: Purchase Agreement (Zila Inc)
Collateral and Guarantees. (a) Notwithstanding anything At all times following the Collateral Effective Date and prior to the contrary in the Existing Credit Agreementany Collateral Release Date, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Equity Interests of any newly created or acquired Wholly-Owned Subsidiary (other than any Immaterial Subsidiary) or any Regulated Grantor newly issued Equity Interests of any existing Wholly-Owned Subsidiary (other than any Immaterial Subsidiary, (i) acquired by the Borrower or any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially of its Subsidiaries that is intended to be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates subject to the Tranche B 2024 Term ObligationsLien created by the Pledge Agreement (as described in Section 7.08(a)) but which is not so subject, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Daysthirty (30) following satisfaction days after the acquisition, creation or issuance thereof): (i) execute and deliver to the Administrative Agent such amendments to the Pledge Agreement or such other documents as the Administrative Agent shall deem necessary to grant to the Administrative Agent, for the benefit of the Tranche B 2024 Guarantee Permit Condition holders of the Obligations, a Lien on such Equity Interests (provided that, in no event, shall any Loan Party be required to pledge more than 65% of the total voting power of the Equity Interests in any Foreign Subsidiary), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with applicable Law, including delivering all such original stock certificates, if any, evidencing such Equity Interests to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent or the Tranche B 2024 Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) At all times prior to the Guaranty Release Date, with respect to any Person that, subsequent to the Closing Date, becomes a direct or indirect Wholly-Owned Subsidiary that is a Domestic Subsidiary of the Borrower (other than an Immaterial Subsidiary) promptly (and in any event within thirty (30) days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement in substantially the same form as Exhibit H and, at all times following the Collateral Permit Condition in respect Effective Date but prior to any Collateral Release Date, to the extent such Subsidiary holds any Equity Interests of any Regulated Guarantor Wholly-Owned Subsidiary that is not an Immaterial Subsidiary, to become a party to the Pledge Agreement and deliver all of the other items related to such pledged Equity Interests required by Section 7.08 and (ii) if reasonably requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) As described in the foregoing provisions of Section 7.08 and this Section 7.09, (i) no Immaterial Subsidiary, Foreign Subsidiary or Regulated Grantor Subsidiary. For purposes Non-Wholly Owned Subsidiary (except as provided in Section 7.09(d) or (e) below) of the Borrower or its Subsidiaries shall be required to become a Guarantor hereunder or xxxxx x Xxxx on the Equity Interests of its Subsidiaries pursuant to the Pledge Agreement, (ii) no Equity Interests of an Immaterial Subsidiary (except as provided in Section 7.08(b)) shall be required to be pledged hereunder and (iii) no more than 65% of the total combined voting power of the Equity Interests in any direct or indirect Foreign Subsidiary of the Borrower shall be required to be pledged hereunder; provided, that if any Domestic Subsidiary that is not wholly owned thereafter becomes a Wholly Owned Subsidiary prior to the Guaranty Release Date or if any Immaterial Subsidiary that is a Domestic Subsidiary ceases to be an Immaterial Subsidiary prior to the Guaranty Release Date, then each such Subsidiary shall become a Guarantor under this Section, Agreement and if such event occurs after the requirement that Xxxxx 0Collateral Effective Date but prior to any Collateral Release Date, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed grant to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent Agent, on behalf of the Lenders, a Lien on its Equity Interests in accordance with the terms of the Pledge Agreement and deliver all of the Tranche B 2024 Term Lenders will cooperate items related to the pledge of such Equity Interests required by Section 7.08 with Level 3 and the Borrower as necessary respect to enable them to comply with their obligations under this Section. such Equity Interests.
(d) Notwithstanding anything to the contrary contained in this Section 2Agreement, prior to the Guaranty Release Date, the Existing Credit aggregate amount of the Non-Loan Party Operating Assets shall at no time be greater than 25% of the Total Assets.
(e) Notwithstanding anything to the contrary contained in this Agreement, if at any time any Subsidiary that is not required to be a Guarantor hereunder provides a guarantee of the Restated Credit Agreement Borrower's obligations in respect of any Indebtedness of the type described in any of clauses (a), (e) or (f) of the definition of "Indebtedness" contained in Section 1.01, then promptly (and in any other Loan Document, it is understood and agreed that none of Xxxxx 0event within 30 days thereof), the Borrower cause such Subsidiary to (i) become a Guarantor hereunder by executing and delivering to the Administrative Agent a Joinder Agreement or any Subsidiary such other documents as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiaryform and substance, in each caseand from counsel, reasonably satisfactory to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtainedAdministrative Agent.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 B-III 2019 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 B-III 2019 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 B-III 2019 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 B-III 2019 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 B-III 2019 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 B-III 2019 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 B-III 2019 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 B-III 2019 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 B-III 2019 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 B-III 2019 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 B-III 2019 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 B-III 2019 Guarantee Permit Condition and Condition, the Tranche B 2024 B-III 2019 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 B-III 2019 Guarantee Permit Condition or the Tranche B 2024 B-III 2019 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 B-III 2019 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to After the contrary in the Existing Credit AgreementClosing Date, the Restated Credit Agreement or if any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Restricted Subsidiary of the Tranche B 2024 Term ObligationsParent provides a full recourse guaranty of the obligations under the Existing Notes (which, for the avoidance of doubt, shall be required to be satisfied exclude any limited recourse guaranty in respect connection with granting Liens on any property of such Regulated Guarantor Subsidiary. At Subsidiary to secure such time obligations), then, within ten (10) Business Days (or such later date as the General CounselAgent shall agree) after such Subsidiary provides such a guaranty, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 Borrower shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 Collateral and Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition Requirement to be satisfied with respect to each Regulated Guarantor such Subsidiary, whereupon such Subsidiary will become an “Obligor” and Regulated Grantor a “Guarantor” for purposes of the Loan Documents.
(b) After the Closing Date, if the Parent (or any Restricted Subsidiary at of the earliest practicable date and (iiParent) will cause pledges to third-party creditors any USMI Equity Interest that, together with the General Counselaggregate amount of USMI Equity Interests subject to an Asset Sale, or previously pledged to third-party creditors, by Parent or its Restricted Subsidiaries, exceeds 50% of the outstanding common stock of USMI, the Chief Legal OfficerParent and the Borrower shall, or shall cause any Assistant Chief Legal Officer or any Assistant General Counsel applicable Person to, grant an equal and ratable security interest in such excess of Level 3 to deliver USMI Equity Interests to the Administrative Agent for the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction benefit of the Tranche B 2024 Guarantee Permit Condition Lenders subject to security documentation (including customary intercreditor arrangements) as reasonably agreed between the Borrower and the Agent.
(c) Upon (x) the formation or Acquisition by the Tranche B 2024 Collateral Permit Condition in respect Parent of any Regulated Guarantor new direct or indirect Subsidiary that is a direct or Regulated Grantor Subsidiary. For purposes indirect parent of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, within thirty (30) days (or such later date as the Administrative Agent and the Tranche B 2024 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2shall agree) after such formation or Acquisition, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary Parent shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Collateral and Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition Requirement to be satisfied with respect to any Regulated Guarantor such Subsidiary or any Regulated Grantor Subsidiary, in each case, to whereupon such Subsidiary will become an “Obligor” and a “Guarantor” for the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect purposes of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtainedLoan Documents.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to The Obligations shall be secured by the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, following:
(i) first priority perfected security interests in all of the Borrowing Base Parties’ (A) inventory, accounts, equipment, instruments, chattel paper, documents and general intangibles and (B) Deposit Accounts, Securities Accounts and Commodity Accounts (other than any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not Uncontrolled Account for so long as it is an Uncontrolled Account) subject to Guarantee the Tranche B 2024 Term ObligationsControl Agreements delivered pursuant to Section 2.18(e), in each case, together with all products and proceeds thereof;
(ii) any Liens on, or other first priority perfected security interests in all outstanding shares of stock or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary partnership or Regulated Grantor Subsidiarymembership interests, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, each Subsidiary Guarantor;
(xiii) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, priority perfected security interests in and pledges 66% of its assets to secure the Tranche B 2024 Term Obligations outstanding Equity Interests of each first tier Foreign Subsidiary owned directly by the Borrower or a Subsidiary Guarantor as provided of the Closing Date (or if the Borrower or such Subsidiary Guarantor shall own less than 66% of the outstanding Equity Interests, then all of the Equity Interests owned by them);
(iv) a first priority perfected security interest in the Security Parent’s entire membership interest of the Borrower;
(v) a first priority perfected security interest in all other property otherwise described as Collateral in any Collateral Documents now existing or hereafter acquired; and
(vi) joint and (y) several guaranties by the Guarantee Parent and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiaryeach Subsidiary Guarantor.
(b) Each [Reserved].
(c) On any date, in the case of Level 3 and any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has a total Adjusted Book Value exceeding $5,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower (i) will endeavor, covenants and agrees to cause each Regulated Guarantor Subsidiary and Regulated Grantor such Subsidiary to endeavor, in good faith using commercially reasonable efforts, become a Subsidiary Guarantor and to (A) execute or cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect executed, within thirty (30) calendar days (or such later date as may be reasonably agreed to each Regulated by the Administrative Agent) after the end of such fiscal quarter, Collateral Documents reasonably required by the Administrative Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). In addition, if any Domestic Subsidiary incurs or otherwise becomes liable for any Funded Indebtedness or Guarantee Obligation, such Subsidiary shall contemporaneously become a Guarantor Subsidiary and Regulated Grantor Subsidiary at pursuant to documentation reasonably satisfactory to the earliest practicable date and (ii) will cause Administrative Agent. The Borrower shall also, if requested by the General CounselAdministrative Agent, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent certificates and legal opinions relating to the applicable notice referred matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in paragraph (a) effect irrespective of its total Adjusted Book Value. Notwithstanding the foregoing, the aggregate Adjusted Book Value of all Domestic Subsidiaries not subject to the guaranty and collateral requirements of this Section promptly 2.18 shall at no time exceed $20,000,000.
(and in any event within 5 Business Daysd) following satisfaction of the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0The Parent, the Borrower or and its Domestic Subsidiaries shall be subject to cash dominion at all times from the Closing Date through the Termination Date. All Deposit Accounts, Securities Accounts and Commodity Accounts (other than any Subsidiary Uncontrolled Account for so long as it is an Uncontrolled Account) of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the BorrowerParent, the Borrower and its Domestic Subsidiaries shall be Controlled Accounts; provided that all proceeds of any Loan shall be deposited into a Deposit Account that is a Controlled Account and maintained with the Administrative Agent and the Tranche B 2024 Term Lenders will cooperate with Level 3 Agent. The Parent and the Borrower will, and will cause each of the Borrower’s Domestic Subsidiaries to, in connection with any Deposit Account, Securities Account or Commodity Account (other than any Uncontrolled Account for so long as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained.
(c) For purposes of this Section, the following terms have the meanings specified below:an
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to Upon the contrary in Springing Lien Trigger Date, and, following the Existing Credit Springing Lien Trigger Date, upon the acquisition or production of any Project Assets (including the entering into of any Project Document or Hedging Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have which no Lien has effectively been satisfied with respect granted pursuant to any Regulated Guarantor SubsidiaryCollateral Document, (x) clause (i) of the first sentence of this paragraph (a) each relevant Obligor shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Daystwenty (20) following satisfaction days of the Tranche B 2024 Guarantee Permit Condition Springing Lien Trigger Date and/or the relevant acquisition or the Tranche B 2024 Collateral Permit Condition production), each Obligor will:
(i) enter into agreements or instruments, in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees form and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything substance reasonably satisfactory to the contrary in this Section 2Collateral Agent, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause grant to the Tranche B 2024 Guarantee Permit Condition or Collateral Agent, for the Tranche B 2024 Collateral Permit Condition ratable benefit of the holders to secure all Obligations, valid and binding Liens over all Project Assets and all other Collateral, which Liens shall be satisfied with respect first-priority prior to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiarythe Project Financing Facility Closing Date and second-priority, subordinated to the Liens securing the Project Financing Facility pursuant to the Intercreditor Agreement, on and after the Project Financing Facility Closing Date (subject, in each case, to the extent an authorization or consent (1) Liens resulting from mandatory provisions of such Federal or State Governmental Authority is determined applicable law and (2) Liens specifically and expressly permitted to be sought incurred by either CenturyLink this Agreement on a senior basis to the Obligations);
(ii) simultaneously therewith, effect all relevant filings, notarizations and registrations or Level 3 obtain the acknowledgment and agreement of all relevant counterparties, as the case may be, in order to perfect the Liens so granted; and
(iii) deliver customary opinions in form and substance reasonably satisfactory to the Purchasers from counsel reasonably satisfactory to the Purchasers with respect to enforceability, creation, perfection and such other matters as may be reasonably requested by the Purchasers. Without limiting the generality of the CenturyLink Acquisition foregoing, following the Springing Lien Trigger Date, each Obligor will ensure that promptly upon (and in any event within twenty (20) days after) the effectiveness of any Project Document or of any financing relating thereto Hedging Agreement, (i) the Collateral Agent, for the ratable benefit of the holders of the Notes, shall be granted valid and has not yet been obtainedperfected first-priority or second-priority, as applicable, Liens (except as aforesaid) over the relevant Obligor's rights thereunder as security for the Obligations, and (ii) the Collateral Agent shall receive such documentation as it shall reasonably require as evidence of the rights of the holders to assume the rights and obligations of the relevant Obligor (and/or any affiliate thereof party to such Project Document) under each such Project Document upon the occurrence of an Event of Default.
(cb) For purposes of this SectionUpon and after the Springing Lien Trigger Date, the following terms have Company shall cause each Subsidiary of the meanings specified below:Company not party hereto on the date hereof, whether now existing or hereafter formed, to execute a joinder hereto assuming the obligations of a Guarantor hereunder pursuant to Article XXIII and otherwise in form and substance satisfactory to the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Prospect Global Resources Inc.)
Collateral and Guarantees. (a) Notwithstanding anything to On the contrary in the Existing Credit AgreementClosing Date, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Secured Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as secured by the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor SubsidiaryDIP Order.
(b) Each [reserved].
(c) [reserved].
(d) On any date, in the case of Level 3 and any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has a total Adjusted Book Value exceeding $25,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower (i) will endeavor, covenants and agrees to cause each Regulated Guarantor Subsidiary and Regulated Grantor such Subsidiary to endeavor, in good faith using commercially reasonable efforts, become a Subsidiary Guarantor and to (A) execute or cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect executed, within 30 days (or such later date as may be reasonably agreed to each Regulated by the Administrative Agent) after the end of such fiscal quarter, Collateral Documents reasonably required by the Administrative Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). In addition, if any Domestic Subsidiary incurs or otherwise becomes liable for any Funded Indebtedness or Guarantee Obligation, such Subsidiary shall contemporaneously become a Guarantor Subsidiary and Regulated Grantor Subsidiary at pursuant to documentation reasonably satisfactory to the earliest practicable date and (ii) will cause Administrative Agent. The Borrower shall also, if requested by the General CounselAdministrative Agent, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent certificates and legal opinions relating to the applicable notice referred matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in paragraph (a) effect irrespective of its total Adjusted Book Value. Notwithstanding the foregoing, the aggregate Adjusted Book Value of all Domestic Subsidiaries not subject to the guaranty and collateral requirements of this Section promptly 2.18 shall at no time exceed $200,000,000.
(and in any event within 5 Business Dayse) following satisfaction of the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0The Parent, the Borrower or and its Domestic Subsidiaries shall be subject to cash dominion at all times from the Closing Date through the Termination Date. All Deposit Accounts, Securities Accounts and Commodities Accounts (other than any Subsidiary Uncontrolled Account for so long as it is an Uncontrolled Account) of Level 3 use “commercially reasonable efforts” the Parent, the Borrower and its Domestic Subsidiaries shall not be deemed to require it to make material payments in excess Controlled Accounts. The Parent and the Borrower will, and will cause each of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower’s Domestic Subsidiaries to, in connection with any Deposit Account, Securities Account or Commodity Account (other than any Uncontrolled Account for so long as it is an Uncontrolled Account), enter into and deliver to the Administrative Agent a Control Agreement, in form and the Tranche B 2024 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything substance reasonably satisfactory to the contrary in this Section 2Administrative Agent, on the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiaryfollowing dates (or, in each case, such later date as the Administrative Agent may agree in its sole discretion): (i) the Closing Date or (ii) with respect to Deposit Accounts, Securities Accounts and Commodities Accounts of the Borrower and its Domestic Subsidiaries (other than any Uncontrolled Account for so long as it is an Uncontrolled Account) established on or after the Closing Date, promptly but in any event within thirty (30) days of the date such account is established. During a Cash Dominion Trigger Period (defined below), cash on hand and collections which are received into any Controlled Account shall be swept on a daily basis and to the extent an authorization necessary any securities held in any Securities Account shall be liquidated and the cash proceeds swept into a blocked account maintained with the Administrative Agent (the “Concentration Account”). As used herein, a “Cash Dominion Trigger Period” shall mean a period which commences immediately upon (a) the occurrence of any Event of Default or consent (b) on any date when Availability is less than the greater of (i) $20,000,000 and (ii) 15% of the lesser of (A) the Aggregate Commitment and (B) the Borrowing Base. Once triggered, a Cash Dominion Trigger Period shall remain in effect at all times thereafter until (x) any period triggered under clause (a) of the foregoing sentence shall cease upon the cure or waiver of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 Event of Default in respect accordance with the Loan Documents, (y) any period triggered under clause (b) of the CenturyLink Acquisition foregoing sentence shall cease on the date Availability exceeds the threshold set forth therein for at least 30 consecutive days or any financing relating thereto and has not yet been obtained(z) all of the outstanding Letters of Credit are cash collateralized in an amount equal to 105% of the L/C Exposure for such Letters of Credit.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Superior Energy Services Inc)
Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 2020 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 2020 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 2020 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 2020 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 2020 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 2020 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 2020 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 2020 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 2020 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 2020 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 2020 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 2020 Guarantee Permit Condition and the Tranche B 2024 2020 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 2020 Guarantee Permit Condition or the Tranche B 2024 2020 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 2020 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Samples: Amended and Restated Credit Agreement (Level 3 Communications Inc)
Collateral and Guarantees. (a) Notwithstanding anything The Issuers shall be, and shall cause each Note Party to be, in compliance at all times with the contrary Collateral and Guaranty Requirement. If, in the Existing Credit Agreement, the Restated Credit Agreement connection with an initial public offering or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General CounselQualifying Equity Transaction, the Chief Legal OfficerGMHI Owned Shares shall become uncertificated or otherwise modified form their current form, any Assistant Chief Legal Officer the Note Parties shall take all actions and establish arrangements necessary or any Assistant General Counsel of Level 3 shall have delivered as otherwise reasonably requested by the Holder to the Administrative Agent written notice ensure that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect Transaction Liens on the GMHI Pledged Shares remain subject to any Regulated Guarantor Subsidiary, (x) clause (i) a first-priority perfected security interest in favor of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor SubsidiaryHolder.
(b) Each of Level 3 GHI and GFIH shall within seven (7) Business Days after the Borrower Issue Date (ior such later date as agreed by the Holder) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary transfer the XXX.XX Pledged Shares from the issuer sponsored holding to endeavor, CHESS Holding (as defined in good faith using commercially reasonable efforts, to (Athe Australian Tripartite Agreement) cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary subject at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver all times to the Administrative Agent Liens created under the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtainedSpecific Security Deed.
(c) Provided that no Default or Event of Default has occurred and is continuing, the Administrative Issuer (on behalf of the relevant grantor) shall be entitled, in connection with any repayment or prepayment in a minimum amount of £10,000,000 (a “Minimum Repayment Event”) pursuant to Section 6.1 or Section 6.2(a), (b), (e) or (f), to request the Holder release a portion of the Collateral constituting the GMHI Pledged Shares and/or the XXX.XX Pledged Shares, on the following basis:
(i) such Collateral shall be reduced and released in an amount such that the Collateral Coverage Ratio calculated as of such date of such Minimum Repayment Event is at least 1.30:1.00, after giving effect to such release and the relevant payment; and
(ii) all of the GMHI Pledged Shares shall be released from the Transaction Liens prior to the release of the XXX.XX Pledged Shares from the Transaction Liens (unless the Administrative Issuer and the Holder otherwise agree), and upon receipt by the Holder of any written request in respect of a release of Collateral in satisfaction of the foregoing requirements (including (i) supporting evidence for the calculation of the Collateral Coverage Ratio at such time after giving effect to such payment and (ii) in the case of any reduction of the GMHI Pledged Shares, delivery to the Holder of new duly authorized, issued and signed certificates representing the reduced number of GMHI Pledged Shares and replacement stock powers indorsed in blank), at the cost and expense of the Issuers, the Holder shall execute such releases and other documents and take such other actions as the Administrative Issuer may reasonably request (including delivery by the Holder of such directions (including to the CHESS Participant) as reasonably requested by the Administrative Issuer to effect the transfer of such excess number of XXX.XX common shares out of the XXX.XX Collateral Account) to evidence the release of the Liens on the GMHI Pledged Shares and/or the XXX.XX Pledged Shares (as applicable) pursuant to this Section 10.12(c) in connection with such Minimum Repayment Event.
(d) If at any time the number of ordinary outstanding shares in XXX.XX held with the CHESS Participant in the XXX.XX Collateral Account (and subject to the Australian Tripartite Agreement) is greater than the number of ordinary outstanding shares in XXX.XX then constituting the XXX.XX Pledged Shares, then such excess number of XXX.XX shares shall be automatically released from the security over the Collateral created by the Collateral Documents (and the Holder will, following written request from the Administrative Issuer, promptly instruct the CHESS Participant to transfer such shares out of the XXX.XX Collateral Account) and at such time the Note Parties shall, at its option, (x) pledge additional GMHI Owned Shares (excluding, for the avoidance of doubt, GMHI Pledged Shares) in favor of AXA in an amount equal to the Collateral Value of such released XXX.XX Pledged Shares (or other collateral at agreed valuations as shall be agreed among the Holder and the Administrative Issuer) or (y) make a prepayment of the outstanding principal amount of the Note in cash such that after giving effect to such prepayment the Collateral Coverage Ratio would not be less than 1.30:1.00. For the purposes of this Sectionthe Australian Collateral Documents, the following terms have Holder consents to the meanings specified below:release from the security constituted thereunder of any XXX.XX Pledged Shares referred to in this Section 10.12(d). In addition, if additional collateral is provided, the Note Parties shall take (or cause the relevant grantors to take) all actions reasonably requested by the Holder to create or perfect the Liens over such collateral.
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 III Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 III Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 III Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 III Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 III Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 III Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 III Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 III Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 III Term Obligations, Obligations shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 III Guarantee Permit Condition and the Tranche B 2024 III Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 III Guarantee Permit Condition or the Tranche B 2024 III Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, each of which is a Guarantor and/or Grantor with respect to any other Class of Loans. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 III Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 B-II 2022 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 B-II 2022 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 B-II 2022 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 B-II 2022 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 B-II 2022 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 B-II 2022 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 B-II 2022 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 B-II 2022 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 B-II 2022 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 B-II 2022 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 B-II 2022 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 B-II 2022 Guarantee Permit Condition and the Tranche B 2024 B-II 2022 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 B-II 2022 Guarantee Permit Condition or the Tranche B 2024 B-II 2022 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 B-II 2022 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything to the contrary in this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 Guarantee Permit Condition or the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition or any financing relating thereto and has not yet been obtained.
(c) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Collateral and Guarantees. (a) Notwithstanding anything to Upon the contrary in Springing Lien Trigger Date, and, following the Existing Credit Springing Lien Trigger Date, upon the acquisition or production of any Project Assets (including the entering into of any Project Document or Hedging Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have which no Lien has effectively been satisfied with respect granted pursuant to any Regulated Guarantor SubsidiaryCollateral Document, (x) clause (i) of the first sentence of this paragraph (a) each relevant Obligor shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Daystwenty (20) following satisfaction days of the Tranche B 2024 Guarantee Permit Condition Springing Lien Trigger Date and/or the relevant acquisition or the Tranche B 2024 Collateral Permit Condition production), each Obligor will:
(i) enter into agreements or instruments, in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees form and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything substance reasonably satisfactory to the contrary in this Section 2Collateral Agent, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause grant to the Tranche B 2024 Guarantee Permit Condition or Collateral Agent, for the Tranche B 2024 Collateral Permit Condition ratable benefit of the holders to secure all Obligations, valid and binding Liens over all Project Assets and all other Collateral, which Liens shall be satisfied with respect first-priority prior to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiarythe Project Financing Facility Closing Date and second-priority, subordinated to the Liens securing the Project Financing Facility pursuant to the Intercreditor Agreement, on and after the Project Financing Facility Closing Date (subject, in each case, to the extent an authorization or consent (1) Liens resulting from mandatory provisions of such Federal or State Governmental Authority is determined applicable law and (2) Liens specifically and expressly permitted to be sought incurred by either CenturyLink this Agreement on a senior basis to the Obligations);
(ii) simultaneously therewith, effect all relevant filings, notarizations and registrations or Level 3 obtain the acknowledgment and agreement of all relevant counterparties, as the case may be, in order to perfect the Liens so granted; and
(iii) deliver customary opinions in form and substance reasonably satisfactory to the Purchasers from counsel reasonably satisfactory to the Purchasers with respect to enforceability, creation, perfection and such other matters as may be reasonably requested by the Purchasers. Without limiting the generality of the CenturyLink Acquisition foregoing, following the Springing Lien Trigger Date, each Obligor will ensure that promptly upon (and in any event within twenty (20) days after) the effectiveness of any Project Document or of any financing relating thereto Hedging Agreement, (i) the Collateral Agent, for the ratable benefit of the holders of the Notes, shall be granted valid and has not yet been obtainedperfected first-priority or second-priority, as applicable, Liens (except as aforesaid) over the relevant Obligor’s rights thereunder as security for the Obligations, and (ii) the Collateral Agent shall receive such documentation as it shall reasonably require as evidence of the rights of the holders to assume the rights and obligations of the relevant Obligor (and/or any affiliate thereof party to such Project Document) under each such Project Document upon the occurrence of an Event of Default.
(cb) For purposes of this SectionUpon and after the Springing Lien Trigger Date, the following terms have Company shall cause each Subsidiary of the meanings specified below:Company not party hereto on the date of the Original Agreement, whether now existing or hereafter formed, to execute a joinder hereto assuming the obligations of a Guarantor hereunder pursuant to Article XXIII and otherwise in form and substance satisfactory to the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Prospect Global Resources Inc.)
Collateral and Guarantees. (a) Notwithstanding anything to Upon the contrary in Springing Lien Trigger Date, and, following the Existing Credit Springing Lien Trigger Date, upon the acquisition or production of any Project Assets (including the entering into of any Project Document or Hedging Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have which no Lien has effectively been satisfied with respect granted pursuant to any Regulated Guarantor SubsidiaryCollateral Document, (x) clause (i) of the first sentence of this paragraph (a) each relevant Obligor shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 Guarantee Permit Condition and the Tranche B 2024 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Daystwenty (20) following satisfaction days of the Tranche B 2024 Guarantee Permit Condition Springing Lien Trigger Date and/or the relevant acquisition or the Tranche B 2024 Collateral Permit Condition production), each Obligor will:
(i) enter into agreements or instruments, in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees form and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything substance reasonably satisfactory to the contrary in this Section 2Collateral Agent, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause grant to the Tranche B 2024 Guarantee Permit Condition or Collateral Agent, for the Tranche B 2024 Collateral Permit Condition ratable benefit of the holders to secure all Obligations, valid and binding Liens over all Project Assets and all other Collateral, which Liens shall be satisfied with respect first-priority prior to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiarythe Project Financing Facility Closing Date and second-priority, subordinated to the Liens securing the Project Financing Facility pursuant to the Intercreditor Agreement, on and after the Project Financing Facility Closing Date (subject, in each case, to the extent an authorization or consent (1) Liens resulting from mandatory provisions of such Federal or State Governmental Authority is determined applicable law and (2) Liens specifically and expressly permitted to be sought incurred by either CenturyLink this Agreement on a senior basis to the Obligations);
(ii) simultaneously therewith, effect all relevant filings, notarizations and registrations or Level 3 obtain the acknowledgment and agreement of all relevant counterparties, as the case may be, in order to perfect the Liens so granted; and
(iii) deliver customary opinions in form and substance reasonably satisfactory to the Purchasers from counsel reasonably satisfactory to the Purchasers with respect to enforceability, creation, perfection and such other matters as may be reasonably requested by the Purchasers. Without limiting the generality of the CenturyLink Acquisition foregoing, following the Springing Lien Trigger Date, each Obligor will ensure that promptly upon (and in any event within twenty (20) days after) the effectiveness of any Project Document or of any financing relating thereto Hedging Agreement, (i) the Collateral Agent, for the ratable benefit of the holders of the Notes, shall be granted valid and has not yet been obtainedperfected first-priority or second-priority, as applicable, Liens (except as aforesaid) over the relevant Obligor's rights thereunder as security for the Obligations, and (ii) the Collateral Agent shall receive such documentation as it shall reasonably require as evidence of the rights of the holders to assume the rights and obligations of the relevant Obligor (and/or any affiliate thereof party to such Project Document) under each such Project Document upon the occurrence of an Event of Default.
(cb) For purposes of this SectionUpon and after the Springing Lien Trigger Date, the following terms have Company shall cause each Subsidiary of the meanings specified below:Company not party hereto on the date of the Original Agreement, whether now existing or hereafter formed, to execute a joinder hereto assuming the obligations of a Guarantor hereunder pursuant to Article XXIII and otherwise in form and substance satisfactory to the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Prospect Global Resources Inc.)
Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 2027 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 2027 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 2027 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 2027 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, and, if such Regulated Guarantor Subsidiary is a Regulated Grantor Subsidiary, the Tranche B 2027 Collateral Permit Condition shall also have been satisfied with respect to such Regulated Grantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 2027 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 2027 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 2027 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 2027 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, and, if such Regulated Grantor Subsidiary is a Regulated Guarantor Subsidiary, the Tranche B 2027 Guarantee Permit Condition shall also have been satisfied with respect to such Regulated Guarantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 2027 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to secure the Tranche B 2024 2027 Term Obligations as provided in the Security Documents and (y) the Guarantee and Collateral Requirement, insofar as it relates to the granting of Liens, security interests and pledges to secure the Tranche B 2024 2027 Term Obligations, shall be required to be satisfied in respect of such Regulated Grantor Subsidiary.
(b) Each of Level 3 and the Borrower (i) will endeavor, and cause each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary to endeavor, in good faith using commercially reasonable efforts, to (A) cause the Tranche B 2024 2027 Guarantee Permit Condition and the Tranche B 2024 2027 Collateral Permit Condition to be satisfied with respect to each Regulated Guarantor Subsidiary and Regulated Grantor Subsidiary at the earliest practicable date and (ii) will cause the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 to deliver to the Administrative Agent the applicable notice referred to in paragraph (a) of this Section promptly (and in any event within 5 Business Days) following satisfaction of the Tranche B 2024 2027 Guarantee Permit Condition or the Tranche B 2024 2027 Collateral Permit Condition in respect of any Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary. For purposes of this Section, the requirement that Xxxxx 0, the Borrower or any Subsidiary of Level 3 use “commercially reasonable efforts” shall not be deemed to require it to make material payments in excess of normal fees and costs to or at the direction of Governmental Authorities or to change the manner in which it conducts its business in any respect that the management of Level 3 shall determine in good faith to be adverse or materially burdensome. Upon the reasonable request of Level 3 or the Borrower, the Administrative Agent and the Tranche B 2024 2027 Term Lenders will cooperate with Level 3 and the Borrower as necessary to enable them to comply with their obligations under this Section. Notwithstanding anything .
(c) Within 10 days of the date of the delivery to the contrary Administrative Agent of the applicable notice referred to in paragraph (a) of this Section 2, the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, it is understood and agreed that none regarding satisfaction of Xxxxx 0, the Borrower or any Subsidiary shall be required to submit any application or filing or otherwise take any action to obtain any authorization or consent of any Federal or State Governmental Authority required in order to cause the Tranche B 2024 2027 Guarantee Permit Condition or and the Tranche B 2024 2027 Collateral Permit Condition to be satisfied with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, in each case, to the extent an authorization or consent of such Federal or State Governmental Authority is determined to be sought by either CenturyLink or Level 3 in respect of the CenturyLink Acquisition Regulated Guarantor Subsidiaries and the Regulated Grantor Subsidiaries (or any financing relating thereto on such later date as may be reasonably acceptable to the Administrative Agent), Level 3 shall deliver to the Administrative Agent, in respect of each Regulated Grantor Subsidiary and has not yet been obtainedRegulated Guarantor Subsidiary, as applicable, a completed perfection certificate in the form attached in Annex III-A hereto signed by a Financial Officer, together with all attachments contemplated thereby.
(cd) For purposes of this Section, the following terms have the meanings specified below:
Appears in 1 contract
Samples: Thirteenth Amendment Agreement (Level 3 Parent, LLC)
