Collateral and Subsidiary Guaranties. (a) As of the First Amendment Effective Date, each Restricted Subsidiary will become a Note Party by executing a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii), which Subsidiary Guaranty shall become effective on the First Amendment Effective Date. The Company and each Subsidiary Guarantor will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, which grant shall become effective on the First Amendment Effective Date. Each Note Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Note Party by executing and delivering a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii)and granting Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed or acquired. (b) Each Note Party will cause all of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the other Secured Creditors, pursuant to the terms and conditions of the Note Documents or other security documents as the Required Holders shall reasonably request. (c) Without limiting the foregoing, each Note Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions, as applicable), which the Required Holders may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Note Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Required Holders and all at the expense of the Note Parties. (d) If any material assets (including any Specified Real Property or improvements thereto or any interest therein) are acquired by any Note Party after the First Amendment Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien under the Collateral Documents upon acquisition thereof), the Company will (i) notify the holders of Notes, and, if requested by the Required Holders, cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonably requested by the Required Holders to grant and perfect such Liens, including actions described in paragraph (c) of this Section 9.9, all at the expense of the Note Parties, and Required Holders shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property. (e) The Company and each Note Party will ensure that the net proceeds of any casualty or condemnation event described by Section 7.1(g) (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of Intercreditor Agreement and the Collateral Documents (f) By no later than 60 days after the First Amendment Effective DateAugust 14, 2020 (the "Post-Closing Date"), the Company shall deliver the following to Collateral Agent (each in form and substance satisfactory to the Required Holders): (i) the Specified Mortgages; (ii) an opinion of counsel in the state in which any parcel of Specified Real Property is located from counsel, and in a form reasonably satisfactory to the Required Holders; (iii) if any such parcel of Specified Real Property is determined to be in a "Special Flood Hazard Area" as designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Company or such Note Party and evidence that flood insurance is in place for the building and contents, all in form, substance and amount satisfactory to the Required Holders; (iv) the results of a recent lien search in the jurisdiction of organization of each Note Party and each jurisdiction where assets of such Note Parties are located, and the results of a recent title search on each parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets or properties of such Note Parties except for liens permitted by Section 10.9 or discharged on or prior to the Post-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Required Holders; (v) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Required Holders and otherwise in compliance with the terms of this Agreement and the Collateral Documents; (vi) at least five (5) days prior to the Post-Closing Date, all documentation and other information regarding the Note Parties identified in the Collateral Documents or Subsidiary Guaranty requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of such Note Parties at least ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each such Note Party, and to the extent any such Note Party qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, any Lender that has requested, in a written notice to any such Note Party at least the (10) days prior to the Post-Closing Date, a Beneficial Ownership Certification in relation to such Note Party shall have received such Beneficial Ownership Certification; (vii) resolutions and officers certificates of each Restricted Subsidiary that is a Note Party each reasonably satisfactory to the Required Holders; (viii) deposit account control agreements and additional legal opinions with respect to the Security Agreement and the Subsidiary Guaranty to the extent requested by the Required Holders, each reasonably satisfactory to the Required Holders; and (ix) such other documents as any holder or its respective counsel may have reasonably requested in connection with the Collateral Documents or the Subsidiary Guaranty.
Appears in 1 contract
Collateral and Subsidiary Guaranties. (a) As of the First Amendment Effective Date, each Restricted Subsidiary will become a Note Party by executing a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii), which Subsidiary Guaranty shall become effective on the First Amendment Effective Date. The Company and each Subsidiary Guarantor will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, which grant shall become effective on the First Amendment Effective Date. Each Note Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Note Party by executing and delivering a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii)and granting Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed or acquired. .
(b) Each Note Party will cause all of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the other Secured Creditors, pursuant to the terms and conditions of the Note Documents or other security documents as the Required Holders shall reasonably request..
(c) Without limiting the foregoing, each Note Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions, as applicable), which the Required Holders may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Note Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Required Holders and all at the expense of the Note Parties.
(d) If any material assets (including any Specified Real Property or improvements thereto or any interest therein) are acquired by any Note Party after the First Amendment Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien under the Collateral Documents upon acquisition thereof), the Company will (i) notify the holders of Notes, and, if requested by the Required Holders, cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonably requested by the Required Holders to grant and perfect such Liens, including actions described in paragraph (c) of this Section 9.9, all at the expense of the Note Parties, and Required Holders shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property.
(e) The Company and each Note Party will ensure that the net proceeds of any casualty or condemnation event described by Section 7.1(g) (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of Intercreditor Agreement and the Collateral Documents
(f) By no later than 60 days after the First Amendment Effective DateAugust August 14, 2020 (the "“Post-Closing Date"”), the Company shall deliver the following to Collateral Agent (each in form and substance satisfactory to the Required Holders):
(i) the Specified Mortgages;
(ii) an opinion of counsel in the state in which any parcel of Specified Real Property is located from counsel, and in a form reasonably satisfactory to the Required Holders;
(iii) if any such parcel of Specified Real Property is determined to be in a "“Special Flood Hazard Area" ” as designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Company or such Note Party and evidence that flood insurance is in place for the building and contents, all in form, substance and amount satisfactory to the Required Holders;
(iv) the results of a recent lien search in the jurisdiction of organization of each Note Party and each jurisdiction where assets of such Note Parties are located, and the results of a recent title search on each parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets or properties of such Note Parties except for liens permitted by Section 10.9 or discharged on or prior to the Post-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Required Holders;
(v) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Required Holders and otherwise in compliance with the terms of this Agreement and the Collateral Documents;
(vi) at least five (5) days prior to the Post-Closing Date, all documentation and other information regarding the Note Parties identified in the Collateral Documents or Subsidiary Guaranty requested in connection with applicable "“know your customer" ” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of such Note Parties at least ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each such Note Party, and to the extent any such Note Party qualifies as a "“legal entity customer" ” under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, any Lender that has requested, in a written notice to any such Note Party at least the (10) days prior to the Post-Closing Date, a Beneficial Ownership Certification in relation to such Note Party shall have received such Beneficial Ownership Certification;
(vii) resolutions and officers certificates of each Restricted Subsidiary that is a Note Party each reasonably satisfactory to the Required Holders;
(viii) deposit account control agreements and additional legal opinions with respect to the Security Agreement and the Subsidiary Guaranty to the extent requested by the Required Holders, each reasonably satisfactory to the Required Holders; and
(ix) such other documents as any holder or its respective counsel may have reasonably requested in connection with the Collateral Documents or the Subsidiary Guaranty.
Appears in 1 contract
Collateral and Subsidiary Guaranties. (a) As of ofFrom and after the First Amendment Effective Date, each Restricted Subsidiary will become a Note Party by executing a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii), which Subsidiary Guaranty shall become effective on the First Amendment Effective Date. The Company and each Subsidiary Guarantor will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, which grant shall become effective on the First Amendment Effective Date or if such property is acquired after the First Amendment Effective Date, the date such property is acquired. Each Note Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Note Party by executing and delivering a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii)and granting Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed or acquired. .
(b) Each Note Party will cause all of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the other Secured Creditors, pursuant to the terms and conditions of the Note Documents or other security documents as the Required Holders shall reasonably request.
(c) Without limiting the foregoing, each Note Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions, as applicable), which the Required Holders may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Note Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, including all of the Liens on the Collateral listed on Schedule 5.20(a) hereto, all in form and substance reasonably satisfactory to the Required Holders and all at the expense of the Note Parties.
(d) The Note Parties agree to maintain the Liens on the Collateral listed on Schedule 5.20(a) hereto in accordance with the terms of this Section 9.9. The Company will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise dispose of any Collateral listed on Schedule 5.20(a) unless, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and an amount equal to the net proceeds received from such sale, lease or other disposition of such Collateral shall be used within one year after such sale, lease or disposition in any combination:
(1) to acquire a replacement theater or theaters constituting Collateral which shall have a value at least equal to the value of such Collateral sold, leased or otherwise disposed of; and which replacement theater or theaters shall be secured and become Collateral in accordance with the requirements specified in Sections 9.9(a) and (c), and/or
(2) to prepay or retire Senior Debt of the Company and/or its Restricted Subsidiaries on a pro rata basis outstanding under the Notes, the 2103 Notes, the Bank Credit Agreement and Pari Passu Secured Debt, provided that any such prepayment of the Notes shall be made in accordance with Section 8.9 hereof.
(e) If any material assets (including anylimited, in the case of any real property, solely to Specified Real Property or improvements thereto or any interest therein) are acquired by any Note Party after the First FirstSixth Amendment Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien under the Collateral Documents upon acquisition thereof), the Company will (i) notify the holders of Notes, and, if requested by the Required Holders, cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonably requested by the Required Holders to grant and perfect such Liens, including actions described in paragraph (c) of this Section 9.9, all at the expense of the Note Parties, and Required Holders shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property.
(e) The Company and each Note Party will ensure that the net proceeds of any casualty or condemnation event described by Section 7.1(g) (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of Intercreditor Agreement and the Collateral Documents
(f) By no later than 60 days after the First Amendment Effective DateAugust 14, 2020 (the "Post-Closing Date"), the Company shall deliver the following to Collateral Agent (each in form and substance satisfactory to the Required Holders):
(i) the Specified Mortgages;
(ii) an opinion of counsel in the state in which any parcel of Specified Real Property is located from counsel, and in a form reasonably satisfactory to the Required Holders;
(iii) if any such parcel of Specified Real Property is determined to be in a "Special Flood Hazard Area" as designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Company or such Note Party and evidence that flood insurance is in place for the building and contents, all in form, substance and amount satisfactory to the Required Holders;
(iv) the results of a recent lien search in the jurisdiction of organization of each Note Party and each jurisdiction where assets of such Note Parties are located, and the results of a recent title search on each parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets or properties of such Note Parties except for liens permitted by Section 10.9 or discharged on or prior to the Post-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Required Holders;
(v) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Required Holders and otherwise in compliance with the terms of this Agreement and the Collateral Documents;
(vi) at least five (5) days prior to the Post-Closing Date, all documentation and other information regarding the Note Parties identified in the Collateral Documents or Subsidiary Guaranty requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of such Note Parties at least ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each such Note Party, and to the extent any such Note Party qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, any Lender that has requested, in a written notice to any such Note Party at least the (10) days prior to the Post-Closing Date, a Beneficial Ownership Certification in relation to such Note Party shall have received such Beneficial Ownership Certification;
(vii) resolutions and officers certificates of each Restricted Subsidiary that is a Note Party each reasonably satisfactory to the Required Holders;
(viii) deposit account control agreements and additional legal opinions with respect to the Security Agreement and the Subsidiary Guaranty to the extent requested by the Required Holders, each reasonably satisfactory to the Required Holders; and
(ix) such other documents as any holder or its respective counsel may have reasonably requested in connection with the Collateral Documents or the Subsidiary Guaranty.
Appears in 1 contract
Collateral and Subsidiary Guaranties. (a) As of the First Amendment Effective Date, each Restricted Subsidiary will become a Note Party by executing a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii), which Subsidiary Guaranty shall become effective on the First Amendment Effective Date. The Company and each Subsidiary Guarantor will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, which grant shall become effective on the First Amendment Effective Date. Each Note Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Note Party by executing and delivering a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii)and granting Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed or acquired. .
(b) Each Note Party will cause all of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the other Secured Creditors, pursuant to the terms and conditions of the Note Documents or other security documents as the Required Holders shall reasonably request.
(c) Without limiting the foregoing, each Note Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions, as applicable), which the Required Holders may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Note Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Required Holders and all at the expense of the Note Parties.
(d) If any material assets (including any Specified Real Property or improvements thereto or any interest therein) are acquired by any Note Party after the First Amendment Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien under the Collateral Documents upon acquisition thereof), the Company will (i) notify the holders of Notes, and, if requested by the Required Holders, cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonably requested by the Required Holders to grant and perfect such Liens, including actions described in paragraph (c) of this Section 9.9, all at the expense of the Note Parties, and Required Holders shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property.
(e) The Company and each Note Party will ensure that the net proceeds of any casualty or condemnation event described by Section 7.1(g) (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of Intercreditor Agreement and the Collateral Documents
(f) By no later than 60 days after the First Amendment Effective DateAugust 14, 2020 (the "“Post-Closing Date"”), the Company shall deliver the following to Collateral Agent (each in form and substance satisfactory to the Required Holders):
(i) the Specified Mortgages;
(ii) an opinion of counsel in the state in which any parcel of Specified Real Property is located from counsel, and in a form reasonably satisfactory to the Required Holders;
(iii) if any such parcel of Specified Real Property is determined to be in a "“Special Flood Hazard Area" ” as designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Company or such Note Party and evidence that flood insurance is in place for the building and contents, all in form, substance and amount satisfactory to the Required Holders;
(iv) the results of a recent lien search in the jurisdiction of organization of each Note Party and each jurisdiction where assets of such Note Parties are located, and the results of a recent title search on each parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets or properties of such Note Parties except for liens permitted by Section 10.9 or discharged on or prior to the Post-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Required Holders;
(v) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Required Holders and otherwise in compliance with the terms of this Agreement and the Collateral Documents;
(vi) at least five (5) days prior to the Post-Closing Date, all documentation and other information regarding the Note Parties identified in the Collateral Documents or Subsidiary Guaranty requested in connection with applicable "“know your customer" ” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of such Note Parties at least ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each such Note Party, and to the extent any such Note Party qualifies as a "“legal entity customer" ” under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, any Lender that has requested, in a written notice to any such Note Party at least the (10) days prior to the Post-Closing Date, a Beneficial Ownership Certification in relation to such Note Party shall have received such Beneficial Ownership Certification;
(vii) resolutions and officers certificates of each Restricted Subsidiary that is a Note Party each reasonably satisfactory to the Required Holders;
(viii) deposit account control agreements and additional legal opinions with respect to the Security Agreement and the Subsidiary Guaranty to the extent requested by the Required Holders, each reasonably satisfactory to the Required Holders; and
(ix) such other documents as any holder or its respective counsel may have reasonably requested in connection with the Collateral Documents or the Subsidiary Guaranty.
Appears in 1 contract
Collateral and Subsidiary Guaranties. (a) As of the First Amendment Effective Date, each Restricted Subsidiary will become a Note Party by executing a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii), which Subsidiary Guaranty shall become effective on the First Amendment Effective Date. The Company and each Subsidiary Guarantor will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, which grant shall become effective on the First Amendment Effective Date. Each Note Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Note Party by executing and delivering a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii)and granting Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed or acquired. .
(b) Each Note Party will cause all of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the other Secured Creditors, pursuant to the terms and conditions of the Note Documents or other security documents as the Required Holders shall reasonably request.
(c) Without limiting the foregoing, each Note Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions, as applicable), which the Required Holders may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Note Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Required Holders and all at the expense of the Note Parties.
(d) If any material assets (including any Specified Real Property or improvements thereto or any interest therein) are acquired by any Note Party after the First Amendment Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien under the Collateral Documents upon acquisition thereof), the Company will (i) notify the holders of Notes, and, if requested by the Required Holders, cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonably requested by the Required Holders to grant and perfect such Liens, including actions described in paragraph (c) of this Section 9.9, all at the expense of the Note Parties, and Required Holders shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property.
(e) The Company and each Note Party will ensure that the net proceeds of any casualty or condemnation event described by Section 7.1(g) (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of Intercreditor Agreement and the Collateral Documents
(f) By no later than 60 days after the First Amendment Effective DateAugust August 14, 2020 (the "“Post-Closing Date"”), the Company shall deliver the following to Collateral Agent (each in form and substance satisfactory to the Required Holders):
(i) the Specified Mortgages;
(ii) an opinion of counsel in the state in which any parcel of Specified Real Property is located from counsel, and in a form reasonably satisfactory to the Required Holders;
(iii) if any such parcel of Specified Real Property is determined to be in a "“Special Flood Hazard Area" ” as designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Company or such Note Party and evidence that flood insurance is in place for the building and contents, all in form, substance and amount satisfactory to the Required Holders;
(iv) the results of a recent lien search in the jurisdiction of organization of each Note Party and each jurisdiction where assets of such Note Parties are located, and the results of a recent title search on each parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets or properties of such Note Parties except for liens permitted by Section 10.9 or discharged on or prior to the Post-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Required Holders;
(v) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Required Holders and otherwise in compliance with the terms of this Agreement and the Collateral Documents;;
(vi) at least five (5) days prior to the Post-Closing Date, all documentation and other information regarding the Note Parties identified in the Collateral Documents or Subsidiary Guaranty requested in connection with applicable "“know your customer" ” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of such Note Parties at least ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each such Note Party, and to the extent any such Note Party qualifies as a "“legal entity customer" ” under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, any Lender that has requested, in a written notice to any such Note Party at least the (10) days prior to the Post-Closing Date, a Beneficial Ownership Certification in relation to such Note Party shall have received such Beneficial Ownership Certification;
(vii) resolutions and officers certificates of each Restricted Subsidiary that is a Note Party each reasonably satisfactory to the Required Holders;
(viii) deposit account control agreements and additional legal opinions with respect to the Security Agreement and the Subsidiary Guaranty to the extent requested by the Required Holders, each reasonably satisfactory to the Required Holders; and
(ix) such other documents as any holder or its respective counsel may have reasonably requested in connection with the Collateral Documents or the Subsidiary Guaranty.
Appears in 1 contract
Collateral and Subsidiary Guaranties. (a) As of ofFrom and after the First Amendment Effective Date, each Restricted Subsidiary will become a Note Party by executing a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii), which Subsidiary Guaranty shall become effective on the First Amendment Effective Date. The Company and each Subsidiary Guarantor will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, which grant shall become effective on the First Amendment Effective Date or if such property is acquired after the First Amendment Effective Date, the date such property is acquired. Each Note Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Note Party by executing and delivering a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii)and ii) and granting Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed or acquired. .
(b) Each Note Party will cause all of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the other Secured Creditors, pursuant to the terms and conditions of the Note Documents or other security documents as the Required Holders shall reasonably request.
(c) Without limiting the foregoing, each Note Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions, as applicable), which the Required Holders may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Note Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, including all of the Liens on the Collateral listed on Schedule 5.20(a) hereto, all in form and substance reasonably satisfactory to the Required Holders and all at the expense of the Note Parties.
(d) The Note Parties agree to maintain the Liens on the Collateral listed on Schedule 5.20(a) hereto in accordance with the terms of this Section 9.9. The Company will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise dispose of any Collateral listed on Schedule 5.20(a) unless, at such time and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, and an amount equal to the net proceeds received from such sale, lease or other disposition of such Collateral shall be used within one year after such sale, lease or disposition in any combination:
(1) to acquire a replacement theater or theaters constituting Collateral which shall have a value at least equal to the value of such Collateral sold, leased or otherwise disposed of; and which replacement theater or theaters shall be secured and become Collateral in accordance with the requirements specified in Sections 9.9(a) and (c), and/or
(2) to prepay or retire Senior Debt of the Company and/or its Restricted Subsidiaries on a pro rata basis outstanding under the Notes, the 2103 Notes, the Bank Credit Agreement and Pari Passu Secured Debt, provided that any such prepayment of the Notes shall be made in accordance with Section 8.9 hereof.
(e) If any material assets (including anylimited, in the case of any real property, solely to Specified Real Property or improvements thereto or any interest therein) are acquired by any Note Party after the First FirstSixth Amendment Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien under the Collateral Documents upon acquisition thereof), the Company will (i) notify the holders of Notes, and, if requested by the Required Holders, cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonably requested by the Required Holders to grant and perfect such Liens, including actions described in paragraph (c) of this Section 9.9, all at the expense of the Note Parties, and Required Holders shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property.
(e) The Company and each Note Party will ensure that the net proceeds of any casualty or condemnation event described by Section 7.1(g) (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of Intercreditor Agreement and the Collateral Documents
(f) By no later than 60 days after the First Amendment Effective DateAugust 14, 2020 (the "Post-Closing Date"), the Company shall deliver the following to Collateral Agent (each in form and substance satisfactory to the Required Holders):
(i) the Specified Mortgages;
(ii) an opinion of counsel in the state in which any parcel of Specified Real Property is located from counsel, and in a form reasonably satisfactory to the Required Holders;
(iii) if any such parcel of Specified Real Property is determined to be in a "Special Flood Hazard Area" as designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Company or such Note Party and evidence that flood insurance is in place for the building and contents, all in form, substance and amount satisfactory to the Required Holders;
(iv) the results of a recent lien search in the jurisdiction of organization of each Note Party and each jurisdiction where assets of such Note Parties are located, and the results of a recent title search on each parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets or properties of such Note Parties except for liens permitted by Section 10.9 or discharged on or prior to the Post-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Required Holders;
(v) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Required Holders and otherwise in compliance with the terms of this Agreement and the Collateral Documents;
(vi) at least five (5) days prior to the Post-Closing Date, all documentation and other information regarding the Note Parties identified in the Collateral Documents or Subsidiary Guaranty requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of such Note Parties at least ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each such Note Party, and to the extent any such Note Party qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, any Lender that has requested, in a written notice to any such Note Party at least the (10) days prior to the Post-Closing Date, a Beneficial Ownership Certification in relation to such Note Party shall have received such Beneficial Ownership Certification;
(vii) resolutions and officers certificates of each Restricted Subsidiary that is a Note Party each reasonably satisfactory to the Required Holders;
(viii) deposit account control agreements and additional legal opinions with respect to the Security Agreement and the Subsidiary Guaranty to the extent requested by the Required Holders, each reasonably satisfactory to the Required Holders; and
(ix) such other documents as any holder or its respective counsel may have reasonably requested in connection with the Collateral Documents or the Subsidiary Guaranty.
Appears in 1 contract
Collateral and Subsidiary Guaranties. (a) As of the First Amendment Effective Date, each Restricted Subsidiary will become a Note Party by executing a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii), which Subsidiary Guaranty shall become effective on the First Amendment Effective Date. The Company and each Subsidiary Guarantor will grant Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, which grant shall become effective on the First Amendment Effective Date. Each Note Party will cause each of its Subsidiaries formed or acquired after the First Amendment Effective Date to become a Note Party by executing and delivering a Subsidiary Guaranty in accordance with the requirements described in Section 9.8(a)(i) and (ii)and granting Liens to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Creditors, in any property of such Note Party which constitutes Collateral, in each case reasonably promptly after such Subsidiary is formed or acquired. .
(b) Each Note Party will cause all of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the other Secured Creditors, pursuant to the terms and conditions of the Note Documents or other security documents as the Required Holders shall reasonably request.
(c) Without limiting the foregoing, each Note Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions, as applicable), which the Required Holders may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Note Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Required Holders and all at the expense of the Note Parties.
(d) If any material assets (including any Specified Real Property or improvements thereto or any interest therein) are acquired by any Note Party after the First Amendment Effective Date (other than assets constituting Collateral under the Collateral Documents that become subject to the Lien under the Collateral Documents upon acquisition thereof), the Company will (i) notify the holders of Notes, and, if requested by the Required Holders, cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be necessary or reasonably requested by the Required Holders to grant and perfect such Liens, including actions described in paragraph (c) of this Section 9.9, all at the expense of the Note Parties, and Required Holders shall have completed and received all flood insurance due diligence and flood insurance compliance requirements with respect to such Specified Real Property.
(e) The Company and each Note Party will ensure that the net proceeds of any casualty or condemnation event described by Section 7.1(g) (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected and applied in accordance with the applicable provisions of Intercreditor Agreement and the Collateral Documents
(f) By no later than 60 days after the First Amendment Effective DateAugust 14, 2020 Date (the "“Post-Closing Date"”), the Company shall deliver the following to Collateral Agent (each in form and substance satisfactory to the Required Holders):
(i) the Specified Mortgages;
(ii) an opinion of counsel in the state in which any parcel of Specified Real Property is located from counsel, and in a form reasonably satisfactory to the Required Holders;
(iii) if any such parcel of Specified Real Property is determined to be in a "“Special Flood Hazard Area" ” as designated on maps prepared by the Federal Emergency Management Agency, a flood notification form signed by the Company or such Note Party and evidence that flood insurance is in place for the building and contents, all in form, substance and amount satisfactory to the Required Holders;
(iv) the results of a recent lien search in the jurisdiction of organization of each Note Party and each jurisdiction where assets of such Note Parties are located, and the results of a recent title search on each parcel of Specified Real Property, and such search shall reveal no Liens on any of the assets or properties of such Note Parties except for liens permitted by Section 10.9 or discharged on or prior to the Post-Closing Date pursuant to a pay-off letter or other documentation satisfactory to the Required Holders;
(v) evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Required Holders and otherwise in compliance with the terms of this Agreement and the Collateral Documents;
(vi) at least five (5) days prior to the Post-Closing Date, all documentation and other information regarding the Note Parties identified in the Collateral Documents or Subsidiary Guaranty requested in connection with applicable "“know your customer" ” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to the extent requested in writing of such Note Parties at least ten (10) days prior to the Post-Closing Date, and (y) a properly completed and signed IRS Form W-8 or W-9, as applicable, for each such Note Party, and to the extent any such Note Party qualifies as a "“legal entity customer" ” under the Beneficial Ownership Regulation, at least five (5) days prior to the Post-Closing Date, any Lender that has requested, in a written notice to any such Note Party at least the (10) days prior to the Post-Closing Date, a Beneficial Ownership Certification in relation to such Note Party shall have received such Beneficial Ownership Certification;
(vii) resolutions and officers certificates of each Restricted Subsidiary that is a Note Party each reasonably satisfactory to the Required Holders;
(viii) deposit account control agreements and additional legal opinions with respect to the Security Agreement and the Subsidiary Guaranty to the extent requested by the Required Holders, each reasonably satisfactory to the Required Holders; and
(ix) such other documents as any holder or its respective counsel may have reasonably requested in connection with the Collateral Documents or the Subsidiary Guaranty.
Appears in 1 contract
