Collateral; Further Assurances. (a) The Borrower shall take all actions necessary to ensure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement). (b) After the completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower. (c) If, after the Closing Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, or such longer period of time as reasonably agreed by the Administrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as may be reasonably required by the Required Secured Parties. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. (d) If, after the Closing Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then the Borrower shall cause such Wholly-Owned Subsidiary: (i) to execute and deliver to the Administrative Agent a Subsidiary Guaranty; (ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i), with appropriate insertions and attachments; (iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and (iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. (e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (InfraREIT, Inc.), Term Loan Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral and or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such Transfer, the Borrower Company shall take all actions necessary to ensure insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured IndebtednessIndebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the BorrowerCompany.
(c) If, after the Closing Third Amendment Date, the Borrower Company acquires any Real Property Collateral, the Borrower Company shall forthwith (and in any event, within five Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative AgentRequired Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such real propertyReal Property Collateral, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee named therein, therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Third Amendment Date, the Borrower Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign SubsidiarySubsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent Required Holders may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:):
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf Agent for the benefit of the Secured Parties (or or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements Indebtedness in compliance with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative AgentAgency Agreement; and
(iv) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 2 contracts
Samples: Note Purchase Agreement (InfraREIT, Inc.), Note Purchase Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Sharyland Distribution & Transmission Services, L.L.C. Note Purchase Agreement Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable first priority Liens on the Collateral, including perfected first-priority Liens (subject to Permitted Liens) on the Collateral constituting UCC Collateral and Real Property Collateral, in each case, Collateral to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such Transfer, the Borrower Company shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), so long as (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured IndebtednessIndebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the BorrowerCompany.
(c) If, after the Closing Datedate hereof, the Borrower Company acquires any Real Property Collateral, the Borrower Company shall forthwith (and in any event, within five thirty Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative AgentRequired Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such real propertyReal Property Collateral, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise reasonably satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee named therein, therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien (subject to Permitted Liens) on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall not create in favor of any Person a Lien on the Company’s interests in real property acquired or leased after the date hereof other than Permitted Liens.
(d) If, after the Closing Datedate hereof, the Borrower Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign SubsidiarySubsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirements of Law), the Company shall cause such Subsidiary forthwith (and in any event, within 30 days Business Days of such creation or acquisition (or such longer time as the Administrative Agent Required Holders may agree), then the Borrower shall cause such Wholly-Owned Subsidiary) to:
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty (a “Subsidiary Guaranty;”); Sharyland Distribution & Transmission Services, L.L.C. Note Purchase Agreement
(ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the date of each Closing Date pursuant to Section 5(c)(i4.3(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf Agent for the benefit of the Secured Parties (or or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-first- priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements Indebtedness in compliance with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative AgentAgency Agreement; and
(iv) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable first priority Liens on the Collateral, including perfected first-priority Liens (subject to Permitted Liens) on the Collateral constituting UCC Collateral and Real Property Collateral, in each case, Collateral to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari pani passu in accordance with the terms of the Collateral Agency Agreement).
(ba) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such Transfer, the Borrower Company shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), so long as (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured IndebtednessIndebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the BorrowerCompany.
(cb) If, after the Closing Datedate hereof, the Borrower Company acquires any Real Property Collateral, the Borrower Company shall forthwith (and in any event, within five thirty Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative AgentRequired Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such real propertyReal Property Collateral, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise reasonably satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee named therein, therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien (subject to Permitted Liens) on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, . The Company shall not create in favor of any Person a Lien on the Company’s interests in real property acquired or leased after the Closing Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) to execute and deliver to the Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens date hereof other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative AgentLiens.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Collateral; Further Assurances. (a) The Borrower shall take all actions necessary and shall cause each of the Loan Parties to ensure that execute and deliver (subject to, for periods following the Closing Date, Section 10.19 [Release of Collateral; Springing Collateral]) to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, Agent for the benefit of the Collateral Agent and the other Secured Parties)Banks, has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral Documents necessary to grant first priority perfected liens and Real Property Collateralsecurity interests (subject only to Permitted Liens) in favor of the Banks in substantially all of the assets of the Loan Parties, other than: (i) those assets which, in each casethe discretion of the Administrative Agent, the taking of Liens thereupon is impractical, prohibited by law or commercially unreasonable, (ii) the equity interests in any Bonding Subsidiary (subject however to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) further provisions of this Section 7.9, after-acquired Collateral7.1.12 regarding a second position lien thereon), subject (iii) vehicles, (iv) the Mxxxxx 8200 dragline (serial number 23321), and (v) all undeveloped land so long as such land is not used in connection with or related to any Mining Operation of any Loan Party and no Liens other than Permitted Liens and Loan Party has any logging or timber rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower shall cause the Obligations respect to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security such land; provided, however that (other than Permitted Liensi) with respect to Collateral granted Real Property which is required to be subject to a Mortgage on the Closing Date, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or a Security Documents to all other Indebtedness Agreement on the Closing Date, the requirements of the Borrower (other than Permitted Secured Indebtedness, with which it this Section 7.1.12 shall be pari passu satisfied if the Loan Parties and their Subsidiaries take all steps within 120 days following the Closing Date (or such longer period as determined in accordance with the terms Administrative Agent’s sole discretion) to grant a first priority perfected lien and security interest thereon (subject only to Permitted Liens) in favor of the Collateral Agency Agreement).
(b) After Agent for the completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part benefit of the Collateral to the extent required under the Security Documents Banks and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) granting thereof the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days Loan Parties will deliver opinions of such acquisition, or such longer period of time as reasonably agreed by counsel to the Administrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as may be reasonably required by the Required Secured Parties. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, for the benefit of the Banks with respect to those matters set forth on Exhibit 7.1.12, with such opinions to otherwise be in form and substance satisfactory to the Administrative Agent; and provided, further, that with respect to deposit accounts of any Loan Party, the Loan Parties will not be required to enter into any blocked account agreements or control agreements with respect thereto unless requested by the Administrative Agent or the Required Banks. The Borrower shall and shall cause each Loan Party, from time to time, at its expense, to faithfully preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in the Collateral Agent and the other Secured Parties as a valid and enforceable continuing first priority Lien on perfected Lien, subject only to Permitted Liens, and shall do such Real Property Collateral, free other acts and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time things as the Administrative Agent in its sole discretion may agree)deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral. In the event that the Borrower or any Subsidiary of the Borrower is required to pledge the equity interests of any Bonding Subsidiary in favor of any provider of surety bonds required by the lessor of the leasehold interest held by such Bonding Subsidiary as otherwise permitted by Section 7.2.17 of this Agreement, then prior to the granting of such lien, the Borrower shall cause such Wholly-Owned Subsidiary:
(i) to execute and deliver to the Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable use commercially reasonable good faith effort to grant a second priority perfected lien in such equity interests to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, Agent for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, Banks subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Arch Coal Inc)
Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral and or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower Company shall cause the Obligations to constitute direct ANNEX A-22 senior secured obligations of the Borrower Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such Transfer, the Borrower Company shall take all actions necessary to ensure insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured IndebtednessIndebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the BorrowerCompany.
(c) If, after the Closing Third Amendment Date, the Borrower Company acquires any Real Property Collateral, the Borrower Company shall forthwith (and in any event, within five Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative AgentRequired Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such real propertyReal Property Collateral, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee named therein, therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall not create in favor of any Person a Lien on the Company’s interests in real property acquired or leased after the Third Amendment Date other than Permitted Liens (but excluding Permitted Liens that constitute Permitted Secured Indebtedness other than the Notes).
(d) If, after the Closing Third Amendment Date, the Borrower Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign SubsidiarySubsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent Required Holders may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:):
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i4.03(b), with appropriate insertions and attachments;; ANNEX A-23
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf Agent for the benefit of the Secured Parties (or or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured IndebtednessIndebtedness in compliance with the Collateral Agency Agreement, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents such Subsidiary Guaranty or by law or as may be reasonably requested by the Administrative Collateral Agent;
(iv) to deliver to the Collateral Agent the stock certificates (if any) representing equity interests issued by such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Company; and
(ivv) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateral, described in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, including after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment Company and to rank senior in priority of payment, in right of security (and in all other than Permitted Liens) with respect to Collateral granted in the Security Documents respects to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance SubsidiaryProject, the Borrower Company may cause any such its Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such Transfer, the Borrower shall take all actions necessary to ensure insure that (wi) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c)Collateral, subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement)Documents, (xii) no Default or Event of Default occurs as a result of such Transfer, (yiii) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (ziv) the Project Finance Subsidiary is liquidated terminated or merged with and into the BorrowerCompany.
(c) If, after the Closing Date, the Borrower Company acquires or leases any Real Property Collateralreal property, the Borrower value (or aggregate rental costs) of which exceeds $1,000,000, the Company shall forthwith (and in any event, within five Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative Agentlease) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee named therein, Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateralreal estate, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) to execute and deliver to the Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
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Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral and or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower Company may acquire the equity interests of such Project Finance Subsidiary or cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such acquisition or Transfer, the Borrower Company or the Project Finance Subsidiary, as applicable, shall take all actions necessary to ensure insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured IndebtednessIndebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is promptly liquidated or merged with and into the BorrowerCompany or has provided a Guaranty of the Obligations in a manner consistent with Section 9.7(d).
(c) If, after the Closing Third Amendment Date, the Borrower Company acquires any Real Property Collateral, the Borrower Company shall forthwith (and in any event, within five Business Days of 45 days after the last day of the fiscal quarter in which such acquisition, acquisition is consummated or such longer period of time as reasonably agreed by the Administrative AgentRequired Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such real propertyReal Property Collateral, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee ANNEX A-23 named therein, therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Third Amendment Date, the Borrower Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign SubsidiarySubsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary (except pursuant to Section 9.7(b)) and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent Required Holders may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:):
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf Agent for the benefit of the Secured Parties (or or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements Indebtedness in compliance with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative AgentAgency Agreement; and
(iv) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject . Notwithstanding anything to the provisions contrary herein or in any other Note Document, it is understood and agreed that the Subsidiary Guaranty of this any Subsidiary that is subject to an Asset Sale permitted under Section 10.10 shall be automatically released simultaneously with the release of liens and security interests in connection with such Asset Sale in accordance with the Collateral Agency Agreement and without the Security Documentsneed for any further consent from, a Loan Party shallor action by, prior any Holder. In addition, in connection with any Asset Sale permitted under Section 10.10, the Holders hereby agree to execute and/or deliver any documents and/or take any other action reasonably requested by the Company to further evidence or give effect to the occurrence release of an Event any Subsidiary Guaranty by any Subsidiary that is the subject of Default, be free to manage its deposit accounts and security accounts in its sole discretion.such Asset Sale. ANNEX A-24
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Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral and or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower Company may acquire the equity interests of such Project Finance Subsidiary or cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such acquisition or Transfer, the Borrower Company or the Project Finance Subsidiary, as applicable, shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, or such longer period of time as reasonably agreed by the Administrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as may be reasonably required by the Required Secured Parties. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) to execute and deliver to the Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.insure that
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Collateral; Further Assurances. The Borrowers will, promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) The Borrower shall take correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all actions necessary such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to ensure that time in order to (i) carry out the purposes of the Loan Documents, (ii) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Restricted Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral AgentDocuments, on behalf (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Restricted Subsidiaries is or is to be a party, and cause each of its Restricted Subsidiaries to do so. Notwithstanding the foregoing, Mortgages shall not be given if third party consents are required (which for purposes of this §9.16 shall not be a Loan Party or Related Party thereof) or consents of any Governmental Authority are not obtained, nor will Mortgages be recorded in any Recording Tax State unless the Total Leverage Ratio for the last four fiscal quarters at the end of which financial statements under §9.4 were required to have been delivered rises above the then applicable Total Leverage Ratio set forth in §11.1 minus 0.25 and the Administrative Agent shall have provided notice of its intent to record such Mortgages at least five Business Days in advance of such recording, at which point each Loan Party shall cause, within 60 days, such Mortgages to be recorded. The Borrowers will promptly grant to the Administrative Agent, within 120 days (or such longer period as the Administrative Agent may agree in its sole discretion)) after furnishing the case information required by §9.14(c)(i), a security interest in and Mortgage lien on any Building, improvement, Manufactured (Mobile) Home on any Mortgaged Property that individually has a fair market value of Real Property Collateralat least $10,000,000, the Trustee named in the Deeds of Trust, as additional security for the benefit Obligations. Such Mortgage shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent. The Mortgage and instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Administrative Agent required to be granted pursuant to the Mortgage and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such Building, improvement or Manufactured (Mobile) Home (including upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on of counsel for the Collateral constituting UCC Collateral and Real Property Collateral, in each case, Loan Parties reasonably acceptable to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, after-acquired Collateral), subject Administrative Agent as to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, or such longer period of time as reasonably agreed by the Administrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as may be reasonably required by the Required Secured Parties. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time matters as the Administrative Agent may agreereasonably request), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) to execute and deliver to the Administrative Agent a Subsidiary Guaranty;
(ii) to deliver thirty (30) days prior to the Administrative Agent a certificate execution and delivery of such Wholly-Owned SubsidiaryMortgage, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf a Life of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements Loan flood hazard determination with respect to the Collateral parcel of real property on which such Building, improvement or Manufactured (Mobile) Home is located (together with a notice about special flood hazard area status and flood disaster assistance duly executed by Borrowers and their respective Loan Party related thereto) and (iii) in the event such jurisdictions as may be required Building, improvement or Manufactured (Mobile) Home is located in an area identified by the Security Documents Federal Emergency Management Agency (or by law successor agency) as a “special flood hazard area” with respect to where flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or as may be reasonably requested by the Administrative Agent; and
(ivhereinafter in effect or successor act thereto) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be evidence of flood insurance in form and substance reasonably satisfactory acceptable to the Administrative Agent). Notwithstanding the foregoing, the Borrowers shall not be required to obtain any title insurance or surveys with respect to any Buildings, improvements or Manufactured (Mobile) Homes required to be Mortgaged pursuant to this §9.16.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
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Samples: Senior Secured Syndicated Facility Agreement (Genesee & Wyoming Inc)
Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral and or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such Transfer, the Borrower Company shall take all actions necessary to ensure insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured IndebtednessIndebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the BorrowerCompany.
(c) If, after the Closing Third Amendment Date, the Borrower Company acquires any Real Property Collateral, the Borrower Company shall forthwith (and in any event, within five Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative AgentRequired Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such real propertyReal Property Collateral, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee named therein, therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Third Amendment Date, the Borrower Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign SubsidiarySubsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent Required Holders may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:):
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf Agent for the benefit of the Secured Parties (or or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements Indebtedness in compliance with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative AgentAgency Agreement; and
(iv) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject . Notwithstanding anything to the provisions contrary herein or in any other Note Document, it is understood and agreed that the Subsidiary Guaranty of this any Subsidiary that is subject to an Asset Sale permitted under Section 10.10 shall be automatically released simultaneously with the release of liens and security interests in connection with such Asset Sale in accordance with the Collateral Agency Agreement and without the Security Documentsneed for any further consent from, a Loan Party shallor action by, prior any Holder. In addition, in connection with any Asset Sale permitted under Section 10.10, the Holders hereby agree to execute and/or deliver any documents and/or take any other action reasonably requested by the Company to further evidence or give effect to the occurrence release of an Event any Subsidiary Guaranty by any Subsidiary that is the subject of Default, be free to manage its deposit accounts and security accounts in its sole discretionsuch Asset Sale.
Appears in 1 contract
Collateral; Further Assurances. Upon the effectiveness of the Merger,
(a) The Borrower shall take all actions necessary to ensure insure that the Collateral Agent, on its behalf and on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral and or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.96.9, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than other Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c6.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured IndebtednessIndebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing DateDecember 10, the 2014 Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative AgentRequired Fixed Rate Note Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Borrower’s interests in such real propertyReal Property Collateral, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Fixed Rate Note Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesFixed Rate Note Holders. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Borrower’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing DateDecember 10, 2014, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign SubsidiarySubsidiary of the Borrower that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirement of Law), the Borrower shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent Required Fixed Rate Note Holders may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:):
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on certifying as to the Closing Date pursuant resolutions attached thereto and other corporate proceedings by the such Subsidiary relating to Section 5(c)(i)the authorization, execution and delivery of the Subsidiary Guaranty, with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf Agent for the benefit of the Secured Parties (or or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) ), a perfected and enforceable first-priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements Indebtedness in compliance with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative AgentAgency Agreement; and
(iv) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject . Notwithstanding anything to the provisions contrary herein or in any other Note Document, it is understood and agreed that the Subsidiary Guaranty of this any Subsidiary that is subject to an Asset Sale permitted under Section 7.10 shall be automatically released simultaneously with the release of liens and security interests in connection with such Asset Sale in accordance with the Collateral Agency Agreement and without the Security Documentsneed for any further consent from, a Loan Party shallor action by, prior any Fixed Rate Note Holder. In addition, in connection with any Asset Sale permitted under Section 7.10, the Fixed Rate Note Holders hereby agree to execute and/or deliver any documents and/or take any other action reasonably requested by the Borrower to further evidence or give effect to the occurrence release of an Event any Subsidiary Guaranty by any Subsidiary that is the subject of Default, be free to manage its deposit accounts and security accounts in its sole discretionsuch Asset Sale.
Appears in 1 contract
Samples: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Borrower shall take all actions necessary to ensure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing Restatement Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, or such longer period of time as reasonably agreed by the Administrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as may be reasonably required by the Required Secured Parties. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, If (A) after the Closing Restatement Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then or (B) (x) the Cross Valley Project Transfer has not occurred and CV Project Entity, L.L.C. has not obtained binding commitments for Non-Recourse Debt to finance the Cross Valley Project or (y) the Golden Spread Project Transfer has not occurred and the GS Project Entity has not obtained binding commitments for Non-Recourse Debt to finance the Golden Spread Project, in either case by January 31, 2015 (or such later date as the Administrative Agent may agree), then, in each case of the foregoing clauses (A) and (B), the Borrower shall cause such Wholly-Owned Subsidiary or such Project Finance Subsidiary, as applicable:
(i) to execute and deliver to the Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Restatement Date pursuant to Section 5(c)(i5.1(c), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) ), a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Borrower shall take all actions necessary to ensure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing Restatement Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, or such longer period of time as reasonably agreed by the Administrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as may be reasonably required by the Required Secured Parties. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, If (A) after the Closing Restatement Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then or (B) (x) the Cross Valley Project Transfer has not occurred and CV Project Entity, L.L.C. has not obtained binding commitments for Non-Recourse Debt to finance the Cross Valley Project or (y) the Golden Spread Project Transfer has not occurred and the GS Project Entity has not obtained binding commitments for Non-Recourse Debt to finance the Golden Spread Project, in either case by January 31, 2015 (or such later date as the Administrative Agent may agree), then, in each case of the foregoing clauses (A) and (B), the Borrower shall cause such Wholly-Owned Subsidiary or such Project Finance Subsidiary, as applicable:
(i) to execute and deliver to the Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Restatement Date pursuant to Section 5(c)(i5.1(c), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf Agent for the benefit of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the such Security Documents or by law or as may be reasonably requested by the Administrative Agent;
(iv) to deliver to the Collateral Agent the stock certificates (if any) representing Capital Stock issued by such Wholly-Owned Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Borrower; and
(ivv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateral, described in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment Company and to rank senior in priority of payment, in right of security (and in all other than Permitted Liens) with respect to Collateral granted in the Security Documents respects to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance SubsidiaryProject, the Borrower Company may cause any such its Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such Transfer, the Borrower shall take all actions necessary to ensure insure that (wi) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c)Collateral, subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementLiens), (xii) no Default or Event of Default occurs as a result of such Transfer, (yiii) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (ziv) the Project Finance Subsidiary is liquidated terminated or merged with and into the BorrowerCompany.
(c) If, after If the Closing DateCompany acquires or leases any real property (other than an easement), the Borrower acquires any Real Property Collateralvalue (or aggregate rental costs) of which exceeds $1,000,000, the Borrower Company shall forthwith (and in any event, within five Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative Agentlease) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee named therein, Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateralreal estate, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Second Amendment Date, the Borrower Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than New Owner, any Foreign SubsidiarySubsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and or any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirement of Law), the Company shall SCHEDULE A-24 forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent Required Purchasers may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
, (ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i4.3(b), with appropriate insertions and attachments;
, (iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, Agent for the benefit of the Collateral Agent and the other Secured Parties) Parties a perfected and enforceable first-priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured IndebtednessIndebtedness in compliance with the Collateral Agency Agreement, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents such Subsidiary Guaranty or by law or as may be reasonably requested by the Administrative Collateral Agent; and
, (iv) deliver to the Collateral Agent the stock certificates (if any) representing equity interests issued by such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Company, and (v) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral and or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such Transfer, the Borrower Company shall take all actions necessary to ensure insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured IndebtednessIndebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the BorrowerCompany.
(c) If, after the Closing Third Amendment Date, the Borrower Company acquires any Real Property Collateral, the Borrower Company shall forthwith (and in any event, within five Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative AgentRequired Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such real propertyReal Property Collateral, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other ANNEX A-24 documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee named therein, therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall not create in favor of any Person a Lien on the Company’s interests in real property acquired or leased after the Third Amendment Date other than Permitted Liens (but excluding Permitted Liens that constitute Permitted Secured Indebtedness other than the Notes).
(d) If, after the Closing Third Amendment Date, the Borrower Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign SubsidiarySubsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent Required Holders may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:):
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf Agent for the benefit of the Secured Parties (or or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured IndebtednessIndebtedness in compliance with the Collateral Agency Agreement, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents such Subsidiary Guaranty or by law or as may be reasonably requested by the Administrative Collateral Agent;
(iv) to deliver to the Collateral Agent the stock certificates (if any) representing equity interests issued by such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Company; and
(ivv) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Collateral; Further Assurances. (a) The Borrower shall take all actions necessary to ensure that the Collateral Agent, on behalf and shall cause each of the Secured Loan Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, or such longer period of time as reasonably agreed by the Administrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as may be reasonably required by the Required Secured Parties. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Lenders, the Collateral Documents necessary to grant first priority perfected liens and security interests (subject only to Permitted Liens) in favor of the Lenders in substantially all of the assets of the Loan Parties, other than Excluded Collateral that; provided, further, that with respect to deposit accounts or securities accounts of any Loan Party, the Loan Parties will not be required to enter into any blocked account agreements or control agreements with respect thereto unless requested by the Administrative Agent or the Required Lenders after the occurrence of an Event of Default that has not been waived. Notwithstanding the foregoing, (i) the Borrower and each of the Loan Parties shall only be required to pledge 65% of the capital stock or other equity interests of their Foreign Subsidiaries and such requirement to pledge such capital stock and/or equity interests shall only apply to such Foreign Subsidiaries that are wholly-owned directly by the Borrower or any Loan Party and (ii) the Loan Parties shall work diligently with the Administrative Agent to confirm that all documentation has been prepared, executed and recorded which is necessary to xxxxx x Xxxx on all Real Property, as-extracted minerals and fixtures of the Loan Parties (other than Excluded Collateral) in favor of the Collateral Agent for the benefit of the Lenders within 120 days after the delivery of the certificate of Borrower pursuant to Section 8.3.3 [Certificate of Borrower] of this Agreement for all such Real Property, as-extracted minerals and fixtures that have been acquired after the other Secured Parties) a perfected Closing Date. The Borrower shall and enforceable first-priority shall cause each Loan Party, from time to time, at its expense, to preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in the Collateral as a continuing first priority perfected Lien, subject only to Permitted Liens and except to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtednessotherwise permitted hereunder, and including shall do such other acts and things as the filing of UCC financing statements Administrative Agent may reasonably deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral Collateral, except to the extent otherwise permitted hereunder. In the event that the Borrower or any Subsidiary of the Borrower is required to pledge the equity interests of any Bonding Subsidiary in such jurisdictions as may be favor of any provider of surety bonds required by the Security Documents or lessor of the leasehold interest held by law or such Bonding Subsidiary as may be reasonably requested otherwise permitted by the Administrative AgentSection 8.2.17 [Transactions with Respect to AWAC; and
(iv) if reasonably requested by the Administrative Agent, to deliver Transactions with Respect to the Administrative Agent legal opinions relating Bonding Subsidiaries] of this Agreement, then prior to the matters described abovegranting of such lien, which opinions the Borrower shall be use commercially reasonable good faith effort to grant a second priority perfected lien in such equity interests to the Collateral Agent for the benefit of the Lenders subject to an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent.
(e) Subject to . Notwithstanding the foregoing provisions of this Agreement Section 8.1.12, if a Person becomes a Significant Subsidiary of the Borrower either: (i) as a result of any Investment in such Person as a Permitted Joint Venture permitted by Section 8.2.6 [Subsidiaries, Partnerships and Joint Ventures], or (ii) as a result of any Investment in such Person pursuant to an Investment permitted by clause (viii) of Section 8.2.14 [Loans and Investments] (a Person described in the Security Documentsimmediately preceding clause (i) or clause (ii) is sometimes referred to as a “Special Joint Venture”), such Special Joint Venture shall not be required to become a Loan Party shall(including, prior without limitation such Special Joint Venture shall not be required to provide the Collateral required pursuant to this Section 8.1.12) nor shall the Borrower or any Subsidiary of the Borrower be required to pledge the equity interests of such Special Joint Venture if and only if and to the occurrence extent that the limited liability company agreement, limited partnership agreement, joint venture agreement, general partnership agreement or other constituent documents of an Event such Special Joint Venture or other material agreement related to the Investment in such Special Joint Venture would prohibit the granting of Defaultsuch Liens or prohibit such Special Joint Venture from being a Loan Party under the Loan Documents. For the avoidance of doubt, be free nothing in this Section 8.1.12 shall require any Loan Party to manage its deposit accounts and take any action to grant or perfect a security accounts interest in its sole discretionany assets constituting Excluded Collateral.
Appears in 1 contract
Samples: Credit Agreement (Arch Coal Inc)
Collateral; Further Assurances. (a) The Borrower On the Fourth Amendment Effective Date, the Borrowers shall take all actions necessary to ensure that deposit in an account with the Collateral Administrative Agent, on behalf in the name of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, Administrative Agent and for the benefit of the Revolving Lenders (the “Blocked Collateral Account”), an amount in cash equal to $2,000,000. The Blocked Collateral Account shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Borrowers shall maintain at $2,000,000 cash in the Blocked Collateral Account at all times until the Revolving Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other Secured Parties), has amounts payable under any Loan Document shall have been paid in full and continues to all Letters of Credit shall have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateralexpired or terminated, in each casecase without any pending draw, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreementall LC Disbursements shall have been reimbursed. The Borrower Administrative Agent shall cause have exclusive dominion and control, including the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in exclusive right of payment withdrawal following an Event of Default, over the Blocked Collateral Account and to rank senior in right of the Borrowers hereby grant the Administrative Agent a security (other than Permitted Liens) with respect to Collateral granted interest in the Security Documents Blocked Collateral Account and all moneys or other assets on deposit therein or credited thereto pursuant to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent agreements as required under the Security Documents and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, or such longer period of time as reasonably agreed by the Administrative Agent) deliver . The Administrative Agent may request additional amounts to be deposited into, and maintained in, the Blocked Collateral Account up to the Collateral Agent a fully executed mortgage or deed of trust over such real propertyamount necessary to cover accrued and unpaid interest, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agentfees, together with such surveys, environmental reports expenses and other documents and certificates with respect to such Real Property Collateral as amounts payable under the Loan Documents. Such deposits may be reasonably required by the Required Secured Parties. The Borrower further agrees to take all other actions necessary to create deposited in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance money market account with the Collateral Agency Agreement.
(d) If, after the Closing Date, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law), within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) subject to execute a control and deliver other agreements satisfactory to the Administrative Agent a Subsidiary Guaranty;
(ii) and at the Borrowers’ risk and expense, and such deposits shall otherwise not bear interest. Interest or profits, if any, on such investments shall accumulate in the Blocked Collateral Account. Moneys in the Blocked Collateral Account may be applied by the Administrative Agent at any time after an Event of Default to deliver the Secured Obligations in such order as determined by the Administrative Agent. Each Loan Party will execute and deliver, or cause to be executed and delivered, to the Administrative Agent a certificate of such Wholly-Owned Subsidiarydocuments, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i), with appropriate insertions agreements and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtednessinstruments, and including the filing of UCC financing statements with respect will take or cause to the Collateral in be taken such jurisdictions as further actions, which may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating from time to time to carry out the matters described above, which opinions shall be in form terms and substance reasonably satisfactory to the Administrative Agent.
(e) Subject to the provisions conditions of this Agreement and the Security other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, a all at the expense of the Loan Party shallParties. Other than the Blocked Collateral Account and other Collateral described above, prior to the occurrence Administrative Agent shall release any other existing Collateral after the Fourth Amendment Effective Date.
1.11 Section 6.01 of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.the Credit Agreement is restated as follows:
Appears in 1 contract
Samples: Credit Agreement (Heska Corp)
Collateral; Further Assurances. (a) The Borrower shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property CollateralAdministrative Agent, the Trustee named in L/C Issuer, and the Deeds of Trust, for Lenders or the benefit Administrative Agent on behalf of the Collateral Agent L/C Issuer and the other Secured Parties)Lenders, as applicable, has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateralor real property, in each case, case to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, after-acquired Collateral)Documents, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness, Indebtedness with which it shall be rank pari passu in accordance with the terms right of the Collateral Agency Agreementsecurity).
(b) After the completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing Date, the Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, or such longer period of time as reasonably agreed by the Administrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as may be reasonably required by the Required Secured Parties. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Date, the Borrower acquires or creates any new TDC Subsidiary that is a Wholly-Owned Subsidiary (other than an Excluded Subsidiary), the Borrower shall forthwith (and in any Foreign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Law)event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then the Borrower shall (i) cause such Wholly-Owned Subsidiary:
(i) Subsidiary to execute and deliver to the Administrative Agent a Subsidiary Guaranty;
, (ii) to deliver to the Administrative Agent a certificate certificates of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(iSections 4.01(a)(iii), (a)(iv) and (a)(vi), with appropriate insertions and attachments;
, (iii) to take such actions reasonably necessary or advisable to grant to the Administrative Agent or the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, as applicable for the benefit of the Collateral Agent and Lenders or the other Secured Parties) , as applicable, a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to all or substantially all assets of such new Wholly-Owned Subsidiary (other than any Equity Interests of an Excluded Subsidiary), subject to no Liens other than Permitted Liens Liens, including the execution and rights delivery of holders of Permitted Secured Indebtedness, one or more security documents in form and including substance reasonably satisfactory to the Administrative Agent and the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by such security documents and delivery to the Security Documents Administrative Agent or the Collateral Agent, as applicable, the stock certificates (if any) representing Equity Interests issued by law such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a Responsible Officer of the Borrower or such TDC Subsidiary, as applicable, in each case as may be reasonably requested required by the Administrative Agent; and
such security documents and (iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.
(ec) Subject Notwithstanding the foregoing, if, after the Closing Date, the Borrower acquires or creates any new Subsidiary that is not required to become a Guarantor pursuant to Section 6.09(b), the Borrower may elect to designate such Subsidiary as a Guarantor by satisfying the requirements set forth in Section 6.09(b) with respect to such Subsidiary.
(d) The Borrower shall cause the General Partner to execute and deliver to the provisions Administrative Agent a Guaranty upon the earlier of this Agreement (1) the completion of the Qualifying IPO and (2) the Security Documents, a Loan Party shall, prior to Guarantee by the occurrence General Partner of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretionany other Indebtedness.
Appears in 1 contract
Samples: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. Upon the effectiveness of the Merger,
(a) The Borrower shall take all actions necessary to ensure insure that the Collateral Agent, on its behalf and on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected attached and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral and or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.96.9, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency AgreementLiens. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than other Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Borrower and upon such Transfer, the Borrower shall take all actions necessary to ensure insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c6.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured IndebtednessIndebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Borrower.
(c) If, after the Closing DateDecember 10, the 2014 Borrower acquires any Real Property Collateral, the Borrower shall forthwith (and in any event, within five Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative AgentRequired Fixed Rate Note Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Borrower’s interests in such real propertyReal Property Collateral, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Fixed Rate Note Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesFixed Rate Note Holders. The Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein, therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Borrower’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing DateDecember 10, 2014, the Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign SubsidiarySubsidiary of the Borrower that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirement of Law), the Borrower shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent Required Fixed Rate Note Holders may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:):
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on certifying as to the Closing Date pursuant resolutions attached thereto and other corporate proceedings by the such Subsidiary relating to Section 5(c)(i)the authorization, execution and delivery of the Subsidiary Guaranty, with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf Agent for the benefit of the Secured Parties (or or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) ), a perfected and enforceable first-priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of UCC financing statements Indebtedness in compliance with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative AgentAgency Agreement; and
(iv) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Borrower Company shall take all actions necessary to ensure insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateral, described in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.99.7, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower Company shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment Company and to rank senior in priority of payment, in right of security (and in all other than Permitted Liens) with respect to Collateral granted in the Security Documents respects to all other Indebtedness of the Borrower Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) After the Upon completion of each New Project of a Project Finance SubsidiaryProject, the Borrower Company may cause any such its Project Finance Subsidiary to Transfer the New Project to the Borrower Company and upon such Transfer, the Borrower shall take all actions necessary to ensure insure that (wi) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 7.9(c)Collateral, subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementLiens), (xii) no SCHEDULE A-25 Default or Event of Default occurs as a result of such Transfer, (yiii) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (ziv) the Project Finance Subsidiary is liquidated terminated or merged with and into the BorrowerCompany.
(c) If, after the Closing Date, the Borrower Company acquires or leases any Real Property Collateralreal property (other than an easement), the Borrower value (or aggregate rental costs) of which exceeds $1,000,000, the Company shall forthwith (and in any event, within five Business Days of such acquisition, acquisition or such longer period of time as reasonably agreed by the Administrative Agentlease) deliver to the Collateral Agent a fully executed mortgage or deed of trust over such real property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral real estate as may be reasonably required by the Required Secured PartiesHolders. The Borrower Company further agrees to take all other actions necessary to create in favor of the Trustee named therein, Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on such Real Property Collateralreal estate, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Closing Second Amendment Date, the Borrower Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than New Owner, any Foreign SubsidiarySubsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and or any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Applicable Requirement of Law), the Company shall forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent Required Purchasers may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) to execute and deliver to the Administrative Collateral Agent a Subsidiary Guaranty;
, (ii) to deliver to the Administrative Collateral Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i4.3(b), with appropriate insertions and attachments;
, (iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, Agent for the benefit of the Collateral Agent and the other Secured Parties) Parties a perfected and enforceable first-priority Lien in the Collateral to the extent required described in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured IndebtednessIndebtedness in compliance with the Collateral Agency Agreement, and including the filing of UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents such Subsidiary Guaranty or by law or as may be reasonably requested by the Administrative Collateral Agent; and
, (iv) deliver to the Collateral Agent the stock certificates (if any) representing equity interests issued by such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Company, and (v) if reasonably requested by the Administrative Collateral Agent, to deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Collateral Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Collateral; Further Assurances. (a) The Borrower shall take Within sixty (60) days (or such later date as may be reasonably agreed upon by the Agent) after the date of a Collateral Springing Event, the Company will, and will cause each Guarantor to enter into the Security Agreement.
(b) Within sixty (60) days (or such later date as may be reasonably agreed upon by the Agent) after the date of a Collateral Springing Event, and thereafter at all actions necessary to ensure that times during the Collateral AgentPeriod, on behalf subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause, and will cause each other Domestic Obligor to cause, all of its owned property (whether personal, tangible, intangible, or mixed but excluding Excluded Assets) to be subject at all times to perfected Security in favor of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, Security Agent for the benefit of the Collateral Agent and Secured Parties to secure the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached, perfected and enforceable first-priority Liens on the Collateral constituting UCC Collateral and Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 7.9, after-acquired Collateral), subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms and conditions of the Collateral Agency Agreement).
Documents on a first priority basis, subject in any case to Security permitted pursuant to Clause 21.3 (bNegative Pledge) After the completion of each New Project of a Project Finance Subsidiary, the Borrower may cause any (provided that such Project Finance Subsidiary to Transfer the New Project perfection shall be limited to the Borrower and upon such Transfer, United States). Without limiting the Borrower shall take all actions necessary to ensure that (w) the New Project becomes a part generality of the Collateral to the extent required under the Security Documents foregoing, and Section 7.9(c), subject to the terms, limitations and exceptions set forth in this Agreement and the applicable Collateral Documents, the Company will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Assets) directly owned by the Company or any other Domestic Obligor to be subject at all times to a first priority Lien perfected (subject in any case to Security permitted pursuant to Clause 21.3 (Negative Pledge)) Security in favor of the Security Documents (subject Agent to no Liens other than Permitted Liens and rights of holders of Permitted secure the Secured Indebtedness Obligations in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness terms and conditions of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the BorrowerCollateral Documents.
(c) IfWithout limiting the foregoing, after during the Closing DateCollateral Period, the Borrower acquires any Real Property CollateralCompany will, and will cause each member of the Borrower shall forthwith (Group to, execute and in any event, within five Business Days of such acquisitiondeliver, or such longer period of time as reasonably agreed by the Administrative Agent) deliver cause to be executed and delivered, to the Collateral Agent a fully executed mortgage such documents, agreements and instruments, and will take or deed of trust over cause to be taken such real propertyfurther actions, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such Real Property Collateral as which may be reasonably required by law or which the Required Secured Parties. The Borrower further agrees Security Agent or the Agent may, from time to take all other actions necessary time, reasonably request to create in favor carry out the terms and conditions of the Trustee named therein, for the benefit of the Collateral Agent this Agreement and the other Secured Parties a valid Finance Documents and enforceable first to ensure perfection and priority Lien on such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Security created or intended to be created by the Collateral Agency AgreementDocuments, subject to the terms, limitations and exceptions set forth herein or in any Collateral Document, all at the expense of the Company.
(d) If, after Notwithstanding the Closing Date, the Borrower acquires foregoing or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Foreign Subsidiary, any Project Finance Subsidiary and anything contained in this Agreement or any other Subsidiary that is prohibited from providing a Guaranty Finance Document to the contrary, in respect of the Obligations by any Applicable Law)Company and its Subsidiaries, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction to execute and deliver create or perfect a security interest shall be required in order to the Administrative Agent a Subsidiary Guaranty;
create any security interests in assets or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction, (ii) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiaryno control agreements, substantially consistent with those delivered on the Closing Date pursuant to Section 5(c)(i)landlord waivers, with appropriate insertions estoppels or collateral access letters shall be required and attachments;
(iii) no actions shall be required to take such actions reasonably necessary perfect a security interest in letter of credit rights or advisable to grant to the Collateral Agentcommercial tort claims, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness, and including the filing of a UCC financing statements with respect to the Collateral in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agentstatement.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
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