Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company. (b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the Agent, at its own expense: (i) within 30 days after such acquisition, furnish to the Agent a description of the property so acquired in detail reasonably satisfactory to the Agent, (ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties, (iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Agent to vest in the Agent for the benefit of the Secured Parties valid and subsisting Liens on such property, enforceable against all third parties (subject, however, to Permitted Liens), (iv) within 60 days after such acquisition, deliver to the Agent, upon the reasonable request of the Agent, a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Agent may reasonably request, and (v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent, (c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 3 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (NextEra Energy Partners, LP), Revolving Credit Agreement (NextEra Energy Partners, LP)
Covenant to Give Security. (a) No Loan Party shall form or acquire At the time any Subsidiary that (or such later time as set forth below) is not required to execute a joinder to the Security Agreement pursuant to Section 7.12, the Borrower shall, at the Borrower’s expense:
(i) a Project Company or promptly after such joinder is provided, cause such Subsidiary to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, Perfection Certificates, Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent (including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 5.01(b)), securing payment of all the Obligations of such Subsidiary under the Loan Documents and constituting Liens on all such real and personal properties (subject to the threshold amounts set forth in clause (b) below),
(ii) promptly after such joinder is provided, cause such Subsidiary to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, Intellectual Property Security Agreements and security and pledge agreements delivered pursuant to this Section 7.14, and
(iii) deliver to the Agent, promptly after the request of the Agent in its reasonable discretion, a Subsidiary signed copy of a favorable opinion, in form reasonably satisfactory to the Agent and addressed to the Agent and the other Secured Creditors, of counsel for the Loan Parties as to the matters contained in clauses (i) and (ii) above and Section 7.12, and as to such other matters as the Agent may reasonably request, and
(iv) as promptly as practicable after such joinder is provided, deliver, upon the request of the Agent in its reasonable discretion, to the Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition and that is required to become a Project CompanyMortgaged Property hereunder title policies, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent; provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent and such delivery shall satisfy the delivery requirement under this clause (iv).
(b) Upon the acquisition of any property constituting Collateral with an aggregate book or fair market value in excess of $5,000,000 by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company)Party, if such property property, in the reasonable judgment of the Agent, shall not already be subject to a perfected first priority security interest (subject to Permitted Liens) in favor of the Agent for the benefit of the Secured Parties (subjectCreditors, however, to any Permitted Liens and subject to then the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party Borrower shall, upon at the reasonable request of the Agent, at its own Borrower’s expense:
(i) within 30 days after such acquisition, furnish to the Agent a description of the property so acquired in detail reasonably satisfactory to the Agent,
(ii) within 45 days promptly after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements Intellectual Property Security Agreements, Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iiiii) within 45 days promptly after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent for the benefit (or in any representative of the Secured Parties Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties (subject, however, to Permitted Liens),and
(iviii) within 60 days after such acquisition, deliver to the Agent, upon promptly after the reasonable request of the AgentAgent in its reasonable discretion, a signed copy of a favorable opinion, in form reasonably satisfactory to the Agent and addressed to the Agent and the other Secured PartiesCreditors, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (iii) and (iiiii) above and as to such other matters as the Agent may reasonably request, and
(viv) as promptly as practicable after any acquisition of a real propertyproperty that is required to become a Mortgaged Property hereunder, deliver, deliver to the Agent (x) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and (y) upon the reasonable request of the AgentAgent in its reasonable discretion, to the Agent with respect to such real property title reportspolicies, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent and such delivery shall satisfy the delivery requirement under this clause(iv).
(c) Promptly upon the request of the Agent following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense:
(i) furnish to the Agent a description of the material owned real and personal properties of the Loan Parties in detail reasonably satisfactory to the Agent,
(cii) At any time upon reasonable request of the Agent, promptly duly execute and deliver any deliver, and all further instruments cause each Loan Party (if it has not already done so) to duly execute and documents and take all such other action as deliver, to the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent (including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 5.01(b)), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties (subject to the threshold amounts set forth in clause (b) above),
(iii) take, and cause each Loan Party to take, whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, Intellectual Property Security Agreements and security and pledge agreements delivered pursuant to this Section 7.14, and
(iv) deliver to the Agent a signed copy of a favorable opinion, in form reasonably satisfactory to the Agent and addressed to the Agent and the other Secured Creditors, of counsel for the Loan Parties as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Agent may reasonably request, and
(v) as promptly as practicable after such request, deliver, upon the request of the Agent in its reasonable discretion, to the Agent with respect to each parcel of real property owned or held by the Borrower and its Subsidiaries that is required to become a Mortgaged Property hereunder, title policies, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent; provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent and such delivery shall satisfy the delivery requirement under this clause (v).
Appears in 3 contracts
Samples: Credit Agreement (Hanger, Inc.), Credit Agreement (Hanger Orthopedic Group Inc), Credit Agreement (Hanger Orthopedic Group Inc)
Covenant to Give Security. At the time any Subsidiary (or such later time as set forth below) is required to execute a joinder to the Security Agreement pursuant to Section 7.12, the Borrower shall, at the Borrower’s expense:
(a) No Loan Party shall concurrently with the execution of such joinder, cause such Subsidiary to duly execute and deliver to the Agent security agreement supplements, Perfection Certificates, Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form or acquire any and substance reasonably satisfactory to the Agent (including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary, Equity Interests and instruments (including notes) held by such Subsidiary that is not (ito the extent contemplated by the Security Agreement) a Project Company or and documents and instruments of the type specified in Section 5.01(b), (iie), (f) a Subsidiary that is to become a Project Company.and (j)), securing payment of all the Obligations and constituting Liens on all such personal properties,
(b) Upon concurrently with the execution of such joinder, cause such Subsidiary to take whatever action (including the filing of UCC financing statements and the giving of notices) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid, perfected and subsisting Liens on the properties purported to be subject to the Security Agreement, Intellectual Property Security Agreements and security and pledge agreements delivered pursuant to this Agreement, and
(c) deliver to the Agent, promptly after the request of the Agent in its reasonable discretion, a signed copy of a favorable opinion, in form reasonably satisfactory to the Agent and addressed to the Agent and the other Secured Creditors, of counsel for the Loan Parties as to the matters contained in clauses (a) and (b) above and Section 7.12, and as to such other matters as the Agent may reasonably request.
(d) upon the acquisition of any personal property constituting Collateral with an aggregate book or fair market value in excess of $5,000,000 by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company)Party, if such property property, in the reasonable judgment of the Agent, shall not already be subject to a perfected first priority security interest (subject to Permitted Liens) in favor of the Agent for the benefit of the Secured Parties (subjectCreditors, however, to any Permitted Liens and subject to then the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party Borrower shall, upon at the reasonable request of the Agent, at its own Borrower’s expense:
(i) within 30 days after such acquisition, furnish to the Agent a description of the property so acquired in detail reasonably satisfactory to the Agent,
(ii) within 45 days promptly after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trustAgent, trust deedssecurity agreement supplements, deeds to secure debtIntellectual Property Security Agreements, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iiiii) within 45 days promptly after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent for the benefit (or in any representative of the Secured Parties Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties (subject, however, to Permitted Liens),and
(iviii) within 60 days after such acquisition, deliver to the Agent, upon promptly after the reasonable request of the AgentAgent in its reasonable discretion, a signed copy of a favorable opinion, in form reasonably satisfactory to the Agent and addressed to the Agent and the other Secured PartiesCreditors, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (iii) and (iiiii) above and as to such other matters as the Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 2 contracts
Samples: Credit Agreement (Hanger, Inc.), Credit Agreement (Hanger, Inc.)
Covenant to Give Security. Upon (ax) No Loan Party shall form the formation or acquire acquisition of any new direct or indirect Subsidiary by the Borrower (other than any Excluded Subsidiary or any Subsidiary that is not (iof Southwest Power Partners or Xxxxxxxx Energy) a Project Company or (iiy) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party Property (other than property consisting any Excluded Property) by the Borrower or the Guarantors which, in the reasonable judgment of a Person that is a CFCthe Administrative Agent, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority (subject to Permitted Liens) security interest in favor of the First Lien Collateral Agent for the benefit of the First Lien Secured Parties (subjectParties, however, to any Permitted Liens and subject to then in each case at the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the Agent, at its own Borrower’s expense:
(i) within 30 21 days after such formation or acquisition, take the following actions, and cause, in the case of any formation or acquisition of any such direct or indirect Subsidiary, each direct and indirect parent (but only up to the Borrower level) of such Subsidiary (if it has not already done so), to do so to the extent applicable: (A) duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in the form of Exhibit J hereto; (B) duly execute and deliver to the First Lien Collateral Agent a supplement to the First Lien Security Agreement in the form of Exhibit A thereto, (C) duly execute and deliver to the First Lien Collateral Agent First Lien Mortgages covering such Person’s material real property interests (to substantially the same extent as covered by the First Lien Mortgages delivered on the Effective Date) in the form of Exhibit F hereto, (D) duly execute and deliver to the First Lien Collateral Agent an accession agreement to each of the Security Deposit Agreement and the Intercreditor Agreement, (E) deliver to the Administrative Agent one or more favorable signed opinions of counsel to such Person covering the matters referred to in clauses (A)-(E) to substantially the same extent as covered by (and containing substantially similar qualifications, exceptions and assumptions as) the opinions of counsel delivered on the Effective Date and (F) deliver such other documents, instruments and agreements as the Administrative Agent or the First Lien Collateral Agent may reasonably request in order to subject any of such Person’s Property (other than the Excluded Property) to the Liens of the Collateral Documents;
(ii) within 15 days after such formation or acquisition, to the extent reasonably available, furnish to the First Lien Collateral Agent a description of the property real properties of such Subsidiary or the real properties so acquired acquired, in each case in detail reasonably satisfactory to the First Lien Collateral Agent,
(ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,; LSP Gen Finance First Lien Credit Agreement
(iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action thirty (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents30) may be necessary in the reasonable opinion of the Agent to vest in the Agent for the benefit of the Secured Parties valid and subsisting Liens on such property, enforceable against all third parties (subject, however, to Permitted Liens),
(iv) within 60 days after such acquisition, deliver to the Agent, upon the reasonable request of the Agent, a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Agent may reasonably request, and
(v) as promptly as practicable Business Days after any acquisition of any real property with a real propertyfair market value equal to or greater than $25,000,000, deliver, upon the reasonable request of the AgentAdministrative Agent in its sole discretion, to the Administrative Agent with respect to such real property the items referred to in Sections 5.01(b)(iv) and 7.01(r) (which shall apply mutatis mutandis), including title reportsinsurance, land surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory substantially identical to the Agentthose delivered pursuant to Sections 5.01(b)(iv) and 7.01(r), provided, however, that to the extent that any Loan Party the Borrower or such Subsidiary shall have otherwise received any of the foregoing items with respect to such real propertyProperty, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,; and
(civ) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Excluded Subsidiary) to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Excluded Subsidiary) to take, all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property mortgages and security agreements agreement supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property directly by any Loan Party (other than property consisting the Borrower in excess of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company)$500,000, if such property shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders)Parties, the applicable Loan Party Borrower shall, upon the reasonable request of the Administrative Agent, at its own expense:
(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within 45 60 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 45 60 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent for the benefit of the Secured Parties valid and subsisting Liens on such property, enforceable against all third parties (subject, however, to Permitted Liens),, and
(iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Agent Agents and the other Secured Parties, of counsel for the Loan Parties Borrower reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(cb) At any time upon reasonable request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
(c) Notwithstanding anything to the contrary in this Agreement:
(i) upon the occurrence of a IPO Incremental Closing Date, the Security Agreement will be amended pursuant to clause (b) of the definition thereof.
(ii) upon the occurrence of a Collateral Termination Date, (i) all Liens in the Collateral created hereunder and under the applicable Collateral Documents shall automatically terminate, (ii) all rights to the Collateral shall revert to the applicable Loan Party, (iii) each Loan Party’s obligations to comply with this Section 6.11 shall terminate and (iv) upon the request of the Borrower, the Agents will, at the Borrower’s expense, promptly execute and deliver to the Loan Parties such UCC termination statements, account control terminations and other documentation as the Loan Parties may reasonably request to effect the termination and release of the Liens on the Collateral.
(iii) if, at any time following the Collateral Termination Date, the rating assigned to the non-credit enhanced long-term senior unsecured debt obligations of the Borrower by the applicable Rating Agency is suspended, withdrawn or downgraded to a level that is below the Minimum Rating (a “Ratings Event”), the Borrower shall, at the Borrower’s cost and expense, within thirty (30) days following such Ratings Event, (A) duly execute and deliver to the Administrative Agent security agreements, in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations under the Loan Documents and constituting Liens on all properties that constituted Collateral as of the Collateral Termination Date (it being understood that a security agreement in substantially the form of the Security Agreement shall be deemed reasonably satisfactory to the Administrative Agent), (B) take whatever action (including the filing of Uniform Commercial Code financing statements) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent for the benefit of the Secured Parties valid and subsisting Liens on such property, enforceable against all third parties (subject to Permitted Liens) and (C) deliver to the Administrative Agent, a signed copy of a favorable opinion, addressed to the Agents and the other Secured Parties, of counsel for the Borrower reasonably acceptable to the Administrative Agent as to the matters contained in sub-clauses (A) and (B) above and as to such other matters as the Administrative Agent may reasonably request (it being understood that an opinion in substantially the form of the opinion delivered pursuant to 7.01(h) shall be deemed reasonably acceptable to the Administrative Agent).
(iv) from and after the Collateral Termination Date (other than any period when the Collateral has been reinstated in accordance with Section 6.11(c)(iii)), the Borrower shall maintain a rating (but not any specific rating) in respect of its non-credit enhanced long-term senior unsecured debt obligations.
Appears in 1 contract
Covenant to Give Security. At the Company’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that all Obligations have been secured by a first-priority (aexcept as to the Liens permitted by Sections 7.01(b) No Loan Party shall form or acquire any and (g) hereof) security interest in all Equity Interests of each Domestic Subsidiary and of each Foreign Subsidiary that is not a CFC (iin each case, other than the Excluded Subsidiary (and any Subsidiary thereof) and any Subsidiaries that are direct or indirect Subsidiaries of a Project Company or (ii) a Foreign Subsidiary that is to become a Project Company.
(b) Upon CFC), all non-voting Equity Interests of each first-tier Foreign Subsidiary, 65% of the acquisition voting Equity Interests of any property by any Loan Party (other than property consisting of a Person each first-tier Foreign Subsidiary that is a CFC, and all proceeds of the foregoing. In furtherance of the foregoing, within thirty (30) days (or such longer period as the Administrative Agent may agree in its reasonable discretion) after the formation or acquisition of any CFCnew direct or indirect Domestic Subsidiary, or any Subsidiary becoming a Domestic Subsidiary (other than any Domestic Subsidiaries that are direct or indirect Subsidiaries of a Foreign Subsidiary that is held directly or indirectly by a CFC or a Project CFC), the Company or shall:
(a) cause each Subsidiary that is required to become a Project Company, or a Project Company), if such property shall not already be subject party to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the Agent, at its own expense:
(i) within 30 days after such acquisition, furnish to the Agent a description of the property so acquired in detail reasonably satisfactory to the Agent,
(ii) within 45 days after such acquisition, cause the applicable Loan Party Securities Pledge Agreement to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds a joinder to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security such applicable Securities Pledge Agreement Supplements, intellectual property security or to execute and deliver such other pledge agreements and other security and pledge agreementsdocuments, in each case as specified reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all and, with respect to any pledgor under any Securities Pledge Agreement, granting first-priority (except as to the Obligations of the applicable Loan Party under the Loan Documents Liens permitted by Sections 7.01(b) and constituting (g) hereof) Liens on all such properties,the Collateral;
(iiib) within 45 days after do the following, or cause each Domestic Subsidiary that is required to become a pledgor and each direct or indirect parent of such acquisitionapplicable Domestic Subsidiary to (i) deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the this Section 6.15, cause the applicable Loan Party accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law); and (ii) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) that may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent for the benefit (or in any representative of the Secured Parties Administrative Agent designated by it) valid and subsisting first-priority Liens on such propertythe Collateral, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Insolvency Laws and by general principles of equity (subject, however, to Permitted Liensregardless of whether enforcement is sought in equity or at law),
(iv) within 60 days after such acquisition, deliver to the Agent, . Promptly upon the reasonable request by the Administrative Agent or as may be required by applicable law (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of the Agentany Loan Document or other document or instrument relating to any Collateral, a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and (iii) above re-register any and as to all such further acts, deeds, certificates, assurances and other matters instruments as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon request from time to time in order to carry out more effectively the reasonable request purposes of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreementsDocuments.
Appears in 1 contract
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the AgentAdministrative Agent following the occurrence and during the continuance of a Default, and at its own expense:
the expense of the Borrower, (i) within 30 10 days after such acquisitionrequest, furnish to the Administrative Agent a description of the property so acquired real and personal properties of the Borrower and the Subsidiary Guarantors in detail reasonably satisfactory to the Administrative Agent,
, (ii) within 45 15 days after such acquisitionrequest, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignments and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party Borrower under the Loan Documents and constituting Liens on all such properties,
, (iii) within 45 30 days after such acquisitionrequest, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent for the benefit (or in any representative of the Secured Parties Administrative Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the security agreements delivered pursuant to this Section 5.01(p), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
(iv) within 60 days after such acquisitionrequest, deliver to the Agent, upon the reasonable request of the Agent, Administrative Agent a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, opinion of counsel for the Loan Parties reasonably Borrower, addressed to and acceptable to the Agent Administrative Agent, as to the matters contained in clauses (i), (ii) and (iii) above above, as to such security agreements being legal, valid and binding obligations of the Borrower and the Subsidiary Guarantors enforceable in accordance with their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect that affect creditors' rights generally, general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness) whether such principles are considered in a proceeding in equity or at law, and the application of any fraudulent conveyance, fraudulent, transfer, fraudulent obligation or preferential transfer law or any law governing the distribution of assets of any Person) and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real propertysuch request, deliver, upon the reasonable request of the Agent, deliver to the Administrative Agent with respect surveys meeting the criteria specified in Section 5.01(r)(iii) and Mortgage Policies as to each parcel of real property subject to such real property title reports, surveys request and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(cvi) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject In addition to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holdersrequirements of Section 5.01(n), the applicable Loan Party shall, upon the reasonable request of the AgentCollateral Agent following the occurrence and during the continuance of an Event of Default, and at its own expense:
the expense of the Borrower, (i) within 30 10 days after such acquisitionrequest, furnish to the Collateral Agent a description of the property so acquired real and personal properties of each Loan Party and each of its Subsidiaries in detail reasonably satisfactory to the Collateral Agent,
, (ii) within 45 15 days after such acquisitionrequest, cause the applicable Loan Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignments and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable each Loan Party under the Loan Documents and constituting Liens on all such properties,
, (iii) within 45 30 days after such acquisitionrequest, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent for the benefit (or in any representative of the Secured Parties Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the security agreements delivered pursuant to this Section 5.01(m), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
(iv) within 60 days after such acquisitionrequest, deliver to the Agent, upon the reasonable request of the Agent, Collateral Agent a signed copy of a favorable opinion, addressed to the Agent and the other Secured PartiesCollateral Agent, of counsel for the Loan Parties reasonably Borrower acceptable to the Collateral Agent as to the matters contained in clauses (i), (ii) and (iii) above of this Section 5.01(m), as to such security agreements being legal, valid and binding obligations of each Loan Party enforceable in accordance with their terms and as to such other matters as the Collateral Agent may reasonably request, and
request and (v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Agent may deem necessary desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a such Person that constitutes Collateral and is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties (subjectParties, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the Agent, at its own expense:
, (i) within 30 ten (10) days after of such acquisition, furnish to the Administrative Agent and the Collateral Agent a description of the property so acquired in detail reasonably satisfactory to the Agent,
acquired, (ii) within 45 twenty (20) days after of such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trusta mortgage, trust deedspledge, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignment and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents Secured Obligations and constituting Liens on all such properties,
, (iii) within 45 thirty (30) days after (or in the case of mortgages, forty‑five (45) days) of such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) documents that may be necessary or advisable in the reasonable opinion of the Administrative Agent and the Collateral Agent to vest in the Collateral Agent for the benefit of the Secured Parties valid and subsisting Liens on such propertythe properties purported to be subject to the mortgages, pledges, assignments and security agreements delivered pursuant to this Section 6.01(p), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
and (iv) within 60 sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the reasonable request of the AgentAdministrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above above, as to such mortgages, pledges, assignments and security agreements being legal, valid and binding obligations of such Person enforceable in accordance with their terms, as to the matters contained in clause (iii) above, and to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Midway Gold Corp)
Covenant to Give Security. Upon (ax) No the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party shall form or acquire any (other than a transitory Subsidiary that is not (i) a Project Company formed pursuant to an Initial Public Transaction), or (iiz) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting Party, and such property, in the judgment of a Person that is a CFCthe Administrative Agent, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest (subject only to Permitted Liens) in favor of the Administrative Agent for the ratable benefit of the Secured Parties (subjectLenders, however, to any Permitted Liens and subject to then the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party Borrower shall, upon in each case at the reasonable request of the Agent, at its own Borrower’s expense:
(i) within 30 10 days after such request, formation, or acquisition, or concurrently with the furnishing thereof to the First Lien Agent, whichever is earlier, furnish to the Administrative Agent a description of the property so acquired real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the AgentLenders,
(ii) within 45 15 days after such request, formation, or acquisition, or concurrently with the delivery thereof to the First Lien Agent, whichever is earlier, duly execute and deliver, and cause the applicable Loan Party each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent deeds for the ratable benefit of trust, trust deeds, deeds to secure debt, the Lenders mortgages, leasehold mortgagespledges, leasehold deeds of trustassignments, Security Agreement Supplementssecurity agreement supplements, intellectual property security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the AgentLenders, securing payment of all the Obligations of the applicable Loan Party Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such properties,, and
(iii) within 45 30 days after such request, formation, or acquisition, or (subject to the terms of the Lien Subordination Agreement) concurrently with the corresponding action taken under the First Lien Loan Documents, whichever is earlier take, and cause the applicable Loan Party such Subsidiary or such parent to take take, whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent Lenders to vest in perfect and confirm the Agent for the benefit of the Secured Parties valid and subsisting Liens on such propertythe properties purported to be subject to the mortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties (subject, however, to except for Permitted Liens),
(iv) within 60 days after such acquisition, deliver to the Agent, upon the reasonable request of the Agent, a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreementsaccordance with their terms.
Appears in 1 contract
Samples: Credit Agreement (Digital Domain Media Group, Inc.)
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that which is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the AgentLender, at its own expense:
, (i) within 30 days after ten (10) Business Days of such acquisition, furnish to the Agent Lender a description of the property so acquired in detail reasonably satisfactory to the Agent,
acquired, (ii) within 45 thirty (30) days after of such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trusta mortgage, trust deedspledge, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignment and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the AgentLender, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents Secured Obligations and constituting Liens on all such properties,
, (iii) within 45 thirty (30) days after of such acquisition, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent Lender to vest in the Agent for the benefit of the Secured Parties Lender valid and subsisting Liens on such propertythe properties purported to be subject to the mortgages, pledges, assignments and security agreements delivered pursuant to this Section 7.01(o), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
and (iv) within 60 sixty (60) days after such acquisition, deliver to the AgentLender, upon if the reasonable request of the AgentLender so requests, a signed copy of a favorable an opinion, addressed to the Agent and the other Secured PartiesLender, of counsel for the Loan Parties Borrowers reasonably acceptable to the Agent Lender as to the matters contained in clauses (ii) and (iii) above above, as to such mortgages, pledges, assignments and security agreements being legal, valid and binding obligations of the Borrowers enforceable in accordance with their terms, as to the matters contained in clause (iii) above, and to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Agent Lender may reasonably request, and
(v; provided however this Section 7.01(o) as promptly as practicable after any acquisition shall not apply to acquisitions of a real property, deliver, upon property where the reasonable request of the Agent, to the Agent with respect to aggregate consideration paid for such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreementsdoes not exceed $1,000,000.
Appears in 1 contract
Samples: Credit Agreement (Capital Gold Corp)
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests Interests in Canadian HoldersHoldings), the applicable Loan Party Party, in the case of clause (i) below shall, and, in the case of clauses (ii) through (v) below, shall upon the reasonable request of the Agent, at its own expense:
(i) within 30 days after such acquisition, furnish to the Agent a description of the property so acquired in detail reasonably satisfactory to the Agent,
(ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Agent to vest in the Agent for the benefit of the Secured Parties valid and subsisting Liens on such property, enforceable against all third parties (subject, however, to Permitted Liens),
(iv) within 60 days after such acquisition, deliver to the Agent, upon the reasonable request of the Agent, a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,; provided, that, notwithstanding anything contained in this Agreement to the contrary, no mortgage or equivalent security document shall be executed and delivered with respect to any real property unless and until each Lender has received, at least twenty (20) Business Days prior to such execution and delivery, a life of loan flood zone determination and such other documents as it may reasonably request to complete its flood insurance due diligence and has confirmed to the Administrative Agent that flood insurance due diligence and flood insurance compliance has been completed to its satisfaction; provided, further, that the foregoing time periods in this Section 6.11(b) shall be extended for so long as any Lender or Lenders shall have failed to confirm that such Lender or Lenders has completed its flood insurance due diligence and flood insurance compliance to its satisfaction.
(c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Samples: Revolving Credit Agreement (NextEra Energy Partners, LP)
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the AgentAdministrative Agent following the occurrence and during the continuance of an Event of Default, and at its own expense:
the expense of the Borrower, (i) within 30 10 days after such acquisitionrequest, furnish to the Administrative Agent a description of the property so acquired real and personal properties of the Borrower and its Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
, (ii) within 45 days 15 Business Days after such acquisitionrequest, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignments and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party Borrower under the Loan Documents and constituting Liens on all such properties,
, (iii) within 45 30 days after such acquisitionrequest, cause the applicable Loan Party to take whatever action (including the recording of mortgagesincluding, without limitation, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent for the benefit (or in any representative of the Secured Parties Administrative Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the security agreements delivered pursuant to this Section 5.01(l), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
(iv) within 60 days after such acquisitionrequest, deliver to the Agent, upon the reasonable request of the Agent, Administrative Agent a signed copy of a favorable opinion, addressed to the Agent and the other Secured PartiesAdministrative Agent, of counsel for the Loan Parties Borrower reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above above, as to such security agreements being legal, valid and binding obligations of the Borrower and its Subsidiaries enforceable in accordance with their terms and as to such other matters as the Administrative Agent may reasonably request, and
and (v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Shoneys Inc)
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the AgentAdministrative Agent following the occurrence and during the continuance of an Event of Default, and at its own expense:
the expense of such Borrower, (i) within 30 10 days after such acquisitionrequest, furnish to the Administrative Agent a description of the property so acquired real and personal properties of such Borrower and its Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
, (ii) within 45 15 days after such acquisitionrequest, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignments and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party such Borrower under the Loan Documents and constituting Liens on all such properties,
, (iii) within 45 30 days after such acquisitionrequest, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent for the benefit (or in any representative of the Secured Parties Administrative Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the security agreements delivered pursuant to this Section 5.01(k), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
(iv) within 60 days after such acquisitionrequest, deliver to the Agent, upon the reasonable request of the Agent, Administrative Agent a signed copy of a favorable opinion, addressed to the Agent and the other Secured PartiesAdministrative Agent, of counsel for the Loan Parties reasonably such Borrower acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above above, as to such security agreements being legal, valid and binding obligations of such Borrower and its Subsidiaries enforceable in accordance with their terms and as to such other matters as the Administrative Agent may reasonably request, and
request and (v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Amdocs LTD)
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian HoldersLiens), the applicable Loan Party Party, in the case of clause (i) below shall, and, in the case of clauses (ii) through (v) below, shall upon the reasonable request of the Agent, at its own expense:
(i) within 30 days after such acquisition, furnish to the Agent a description of the property so acquired in detail reasonably satisfactory to the Agent,
(ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,, 95
(iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Agent to vest in the Agent for the benefit of the Secured Parties valid and subsisting Liens on such property, enforceable against all third parties (subject, however, to Permitted Liens),
(iv) within 60 days after such acquisition, deliver to the Agent, upon the reasonable request of the Agent, a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,; provided, that, notwithstanding anything contained in this Agreement to the contrary, no mortgage or equivalent security document shall be executed and delivered with respect to any real property unless and until each Lender has received, at least twenty (20) Business Days prior to such execution and delivery, a life of loan flood zone determination and such other documents as it may reasonably request to complete its flood insurance due diligence and has confirmed to the Agent that flood insurance due diligence and flood insurance compliance has been completed to its satisfaction; provided, further, that the foregoing time periods in this Section 6.11(b) shall be extended for so long as any Lender or Lenders shall have failed to confirm that such Lender or Lenders has completed its flood insurance due diligence and flood insurance compliance to its satisfaction.
(c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Samples: Revolving Credit Agreement (Nextera Energy Partners, Lp)
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the AgentAdministrative Agent following the occurrence and during the continuance of a Default, and at its own expense:
the expense of the Borrower, (i) within 30 10 days after such acquisitionrequest, furnish to the Administrative Agent a description of the property so acquired real and personal properties of the Borrower and its Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
, (ii) within 45 15 days after such acquisitionrequest, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignments and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party Borrower under the Loan Documents and constituting Liens on all such properties,
, (iii) within 45 30 days after such acquisitionrequest, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent for the benefit (or in any representative of the Secured Parties Administrative Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the mortgages, pledges, assignments and other security agreements delivered pursuant to this Section 5.01(n), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
(iv) within 60 days after such acquisitionrequest, deliver to the Agent, upon the reasonable request of the Agent, Administrative Agent a signed copy of a favorable opinion, addressed to the Agent and the other Secured PartiesAdministrative Agent, of counsel for the Loan Parties reasonably Borrower acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above above, as to such mortgages, pledges, assignments and other security agreements being legal, valid and binding obligations of the Borrower and its Subsidiaries, enforceable in accordance with their terms, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real propertysuch request, deliver, upon the reasonable request of the Agent, deliver to the Administrative Agent with respect Mortgage Policies as to each parcel of real property subject to such real property title reports, surveys request and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(cvi) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor request of the Agent for following the benefit occurrence and during the continuance of a Default under 6.01(e) or an Event of Default, and at the expense of the Secured Parties (subjectBorrower, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the Agent, at its own expense:
(i) within 30 ten days after such acquisitionrequest, furnish to the Agent a description of the property so acquired real and personal properties of the Borrower and its Subsidiaries in detail reasonably satisfactory to the Agent,
, (ii) within 45 15 days after such acquisitionrequest, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignments and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party Borrower under the Loan Documents and constituting Liens on all such properties,
, (iii) within 45 30 days after such acquisitionrequest, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent for the benefit (or in any representative of the Secured Parties Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the security agreements delivered pursuant to this Section 5.01(m), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
(iv) within 60 45 days after such acquisitionrequest, deliver to the Agent, upon the reasonable request of the Agent, Agent a signed copy of a favorable opinionopinion of counsel for the Borrower, addressed to the Agent Agent, the Swing Line Bank, the Issuing Bank, the Lenders and the other Secured Parties, of counsel for the Loan Parties reasonably Hedge Banks and acceptable to the Agent Agent, as to the matters contained in clauses (i), (ii) and (iii) above above, as to such security agreements being legal, valid and binding obligations of the Borrower and its Subsidiaries enforceable in accordance with their terms and as to such other matters as the Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real propertysuch request, deliver, upon the reasonable request of the Agent, deliver to the Agent with respect surveys and mortgage title insurance policies as to each parcel of real property subject to such real property title reportsrequest, surveys and engineering, soils and other reports, and environmental assessment reports, in each case in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
and (cvi) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Covenant to Give Security. (a) No Loan Party shall form or acquire If any Subsidiary that is not (i) of the Borrower Parties makes a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the permitted acquisition of any property by Property (including any Loan Party Hydrocarbon Interest) (other than any real property consisting with an aggregate fair market value of a Person less than $5,000,000 or any Property that is a CFCwould constitute Excluded Property or to the extent any such actions are explicitly not required pursuant to the terms of the Security Agreement or Section 7.01(j)(iii)) and such Property, any CFCin the judgment of the Administrative Agent, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority (subject to Permitted Liens) security interest in favor of the Collateral Agent for the benefit of the Secured Parties (subjectParties, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests then in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the Agenteach case, at its own the Operating Parties’ expense:
(i) within 30 sixty (60) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after such acquisitionpermitted acquisition of property, furnish to the Administrative Agent and the Collateral Agent a description of the property real and personal properties so acquired acquired, in each case, in detail necessary for the Collateral Agent to perfect a Lien on such properties as reasonably satisfactory to determined by the Administrative Agent,;
(ii) within 45 one hundred and twenty (120) days (or such later date as the Administrative Agent may agree in its reasonable discretion) after such acquisitionacquisition of property by any Operating Party, cause the applicable Loan Party to (A) duly execute and deliver to the Administrative Agent deeds of trustand the Collateral Agent, trust deedspledges, deeds to secure debtassignments, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplementssecurity agreement supplements, intellectual property security agreements agreements, intellectual property security agreement supplements and other security and pledge agreementsagreements as reasonably specified by, as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, mortgages, written opinions of local counsel, flood-insurance related items and appropriately completed fixture filings and as-extracted collateral filings, similar to those delivered pursuant to Section 7.01(w)(i) with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters, securing payment of all the Obligations of the applicable Loan Party obligations of the Operating Parties under the Loan Documents and constituting Liens liens on all such properties,
properties (iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Agent to vest in the Agent for the benefit of the Secured Parties valid and subsisting Liens on such property, enforceable against all third parties (subject, however, subject to Permitted Liens),
(iv) within 60 days after such acquisition, deliver to the Agent, upon the reasonable request of the Agent, a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (ii) and (iiiB) above and as to such other matters as the Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real propertythan for Hydrocarbon Interests, deliver, upon the reasonable request of the AgentAdministrative Agent in its sole discretion, to the Administrative Agent with respect to such real property property, mortgagee title reports, insurance policies and surveys similar to those delivered pursuant to Section 7.01(w)(ii) with such changes as may be reasonably satisfactory to the Administrative Agent and its counsel to account for local law matters and (with respect to such title insurance policies) in amounts not to exceed the fair market value and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, ; provided, however, that to the extent that any Loan Operating Party shall have otherwise received any of the foregoing items with respect to such real propertyProperty, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,, provided further, that the applicable Operating Party shall only be required to deliver the items in the foregoing subclauses (A) and (B) to the extent the same are necessary, as reasonably determined by the Title Company, to obtain an appropriate endorsement or supplement to the Title Policy insuring (i) the Lien of in such additional property and (ii) the continuing first priority lien of the Mortgages (in each case subject only to Permitted Liens and any other exceptions to title as are reasonably acceptable to Administrative Agent); and
(ciii) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Collateral Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trustassignments, Security Agreement Supplementssecurity agreement supplements, intellectual property security agreements agreements, intellectual property security agreement supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the AgentAdministrative ------------------------- Agent following the occurrence and during the continuance of a Default, and at its own expense:
the expense of the Borrower, (i) within 30 10 days after such acquisitionrequest, furnish to the Administrative Agent a description of the property so acquired real and personal properties of the Borrower and the Subsidiary Guarantors in detail reasonably satisfactory to the Administrative Agent,
, (ii) within 45 15 days after such acquisitionrequest, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignments and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party Borrower under the Loan Documents and constituting Liens on all such properties,
, (iii) within 45 30 days after such acquisitionrequest, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent for the benefit (or in any representative of the Secured Parties Administrative Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the security agreements delivered pursuant to this Section 5.01(p), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
(iv) within 60 days after such acquisitionrequest, deliver to the Agent, upon the reasonable request of the Agent, Administrative Agent a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, opinion of counsel for the Loan Parties reasonably Borrower, addressed to and acceptable to the Agent Administrative Agent, as to the matters contained in clauses (i), (ii) and (iii) above above, as to such security agreements being legal, valid and binding obligations of the Borrower and the Subsidiary Guarantors enforceable in accordance with their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect that affect creditors' rights generally, general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness) whether such principles are considered in a proceeding in equity or at law, and the application of any fraudulent conveyance, fraudulent, transfer, fraudulent obligation or preferential transfer law or any law governing the distribution of assets of any Person) and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real propertysuch request, deliver, upon the reasonable request of the Agent, deliver to the Administrative Agent with respect surveys meeting the criteria specified in Section 5.01(r)(iii) and Mortgage Policies as to each parcel of real property subject to such real property title reports, surveys request and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(cvi) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Covenant to Give Security. (a) No Loan Party shall form or acquire At any Subsidiary that is not time following (i) the ------------------------- occurrence and during the continuance of a Project Company Default under Section 7.01(a) or 7.01(f) or an Event of Default or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the acquisition of any real property by or any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security leasehold interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shallreal property, upon the reasonable request of the Agent, Administrative Agent and at its own expensethe expense of the Borrowers:
(iA) within 30 days five Business Days after such acquisitionrequest, furnish to the Administrative Agent a description of the real and personal property so acquired of each of the Borrowers and each of the Restricted Subsidiaries not comprising part of the Collateral at such time, in detail reasonably satisfactory to the Administrative Agent,;
(iiB) within 45 days 15 Business Days after such acquisitionrequest, duly execute and deliver, and cause each of the applicable Loan Party Restricted Subsidiaries to duly execute and deliver deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trustassignments, Security Agreement Supplements, intellectual property security agreements floating and fixed debentures and other security agreements (or other similar documents) covering the real and pledge agreementspersonal property of each of the Borrowers and the Restricted Subsidiaries, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all of the Obligations of the applicable Loan Party Parties under or in respect of the Loan Documents and constituting Liens liens on and security interests in all such properties,property;
(iiiC) within 45 30 days after such acquisitionrequest, take, and cause each of the applicable Loan Party Restricted Subsidiaries to take take, whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statementsstatements or the equivalent thereof under any similar Requirements of Law, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent for the benefit (or in any agent or representative of the Secured Parties Administrative Agent designated by it) valid and subsisting Liens first liens on such propertyand security interests in the property purported to be subject to the mortgages, pledges, assignments, floating and fixed debentures and other security agreements (or other similar documents) 100 delivered pursuant to this Section 5.01(q), enforceable against all third parties (subject, however, to Permitted Liens),in accordance with their terms;
(ivD) as promptly as practicable after such request, upon the further request of the Administrative Agent, furnish to the Administrative Agent, and cause each of the applicable Restricted Subsidiaries to furnish to the Administrative Agent, surveys, title, engineering, soils and other reports, fully paid American Land Title Association's extended coverage title insurance policies and environmental site assessment reports for each item of real property which is to be subject to a mortgage pursuant to subclause (C) of this Section 5.01(q), in each case in form and substance and prepared by a Person reasonably satisfactory to the Lenders;
(E) within 60 days after such acquisitionrequest, deliver deliver, and cause each of the applicable Restricted Subsidiaries to deliver, to the Agent, upon the reasonable request of the Agent, Administrative Agent a signed copy of a favorable opinionopinion of counsel for the applicable Borrowers and/or Restricted Subsidiaries, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent thereto, as to the matters contained in clauses subclauses (iiB) and (iiiC) above of this Section 5.01(q), as to such mortgages, pledges, assignments, floating and fixed debentures and other security agreements (or other similar documents) being legal, valid and binding obligations of the applicable Borrowers and/or Restricted Subsidiaries, enforceable against such Borrowers and/or Restricted Subsidiaries in accordance with their respective terms, and as to such other matters as the Administrative Agent may reasonably request, ; and
(vF) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver deliver, and cause each of the applicable Restricted Subsidiaries to execute and deliver, any and all further instruments and documents and take all such other action actions as the Administrative Agent may reasonably deem necessary desirable in obtaining order to obtain the full benefits of, or (as applicable) in perfecting and preserving the Liens ofliens and security interests created under, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trustassignments, Security Agreement Supplements, intellectual property security agreements floating and fixed debentures and other security and pledge agreementsagreements (or other similar documents).
Appears in 1 contract
Samples: Credit Agreement (Fox Television Stations Inc /De/)
Covenant to Give Security. At the Company’s expense, the Company shall take all action necessary or reasonably requested by the Administrative Agent to ensure that all Obligations have been secured by a first-priority (except as to the Liens permitted by Sections 7.01(b) and (g) hereof) security interest in all Equity Interests of each Domestic Subsidiary and each Foreign Subsidiary, in each case that is not an Excluded Group Member Subsidiary (and, in each case, other than the Excluded Subsidiary (and any Subsidiary thereof) or Dormant Subsidiary), all non-voting Equity Interests of each first-tier Excluded Group Member Subsidiary, excluding any Dormant Subsidiary, 65% of the voting Equity Interests of each first-tier Excluded Group Member Subsidiary (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations, and taking into account all other pledges of the voting Equity Interests of such Excluded Group Member Subsidiary), excluding any Dormant Subsidiary. In furtherance of the foregoing provisions of this Section 6.15, within thirty (30) days (or such longer period as the Administrative Agent may agree in its reasonable discretion) after the formation or acquisition of any new direct or indirect Domestic Subsidiary, or any Subsidiary becoming a Domestic Subsidiary (other than any Domestic Subsidiaries that are direct or indirect Subsidiaries of an Excluded Group Member Subsidiary), the Company shall:
(a) No Loan Party shall form or acquire any cause each Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is required to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject party to a perfected first priority security interest in favor Securities Pledge Agreement (as determined under the preceding provisions of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the Agent, at its own expense:
(ithis Section 6.15) within 30 days after such acquisition, furnish to the Agent a description of the property so acquired in detail reasonably satisfactory to the Agent,
(ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds a joinder to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security such applicable Securities Pledge Agreement Supplements, intellectual property security or to execute and deliver such other pledge agreements and other security and pledge agreementsdocuments, in each case as specified reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all and, with respect to any pledgor under any Securities Pledge Agreement, granting first-priority (except as to the Obligations of the applicable Loan Party under the Loan Documents Liens permitted by Sections 7.01(b) and constituting (g) hereof) Liens on all such properties,the Collateral;
(iiib) within 45 days after do the following, or cause each Domestic Subsidiary that is required to become a pledgor and each direct or indirect parent of such acquisitionapplicable Domestic Subsidiary to (i) deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the this Section 6.15, cause the applicable Loan Party accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law); and (ii) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) that may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent for the benefit (or in any representative of the Secured Parties Administrative Agent designated by it) valid and subsisting first-priority Liens on such propertythe Collateral, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Insolvency Laws and by general principles of equity (subject, however, to Permitted Liensregardless of whether enforcement is sought in equity or at law),
(iv) within 60 days after such acquisition, deliver to the Agent, . Promptly upon the reasonable request by the Administrative Agent or as may be required by applicable Law (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of the Agentany Loan Document or other document or instrument relating to any Collateral, a signed copy of a favorable opinion, addressed to the Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Agent as to the matters contained in clauses (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and (iii) above re-register any and as to all such further acts, deeds, certificates, assurances and other matters instruments as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon request from time to time in order to carry out more effectively the reasonable request purposes of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At any time upon reasonable request of the Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreementsDocuments.
Appears in 1 contract
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not In addition to the requirements of Section 5.01(m), upon the request of the Agent following the occurrence and during the continuance of an Event of Default, and at the expense of the Borrower, (i) within 20 days after such request, furnish to the Agent a Project Company or description of the real and personal properties of the Borrower and each of its Subsidiaries in detail satisfactory to the Agent, (ii) a Subsidiary that is within 45 days after such request, duly execute and deliver to become a Project Company.
(b) Upon the acquisition of any property by any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for the benefit of the Secured Parties (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the Agent, at its own expense:
(i) within 30 days after such acquisition, furnish to the Agent a description of the property so acquired in detail reasonably satisfactory to the Agent,
(ii) within 45 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignments and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party Borrower under the Loan Documents and constituting Liens on all such properties,
, (iii) within 45 days after such acquisitionrequest, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent for the benefit (or in any representative of the Secured Parties Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the security agreements delivered pursuant to this Section 5.01(l), enforceable against all third parties (subjectin accordance with their terms, however, to Permitted Liens),
(iv) within 60 days after such acquisitionrequest, deliver to the Agent, upon the reasonable request of the Agent, Agent a signed copy of a favorable opinion, addressed to the Agent and the other Secured PartiesAgent, of counsel for the Loan Parties reasonably Borrower acceptable to the Agent as to the matters contained in clauses (i), (ii) and (iii) above of this Section 5.01(l), as to such security agreements being legal, valid and binding obligations of the Borrower enforceable in accordance with their terms and as to such other matters as the Agent may reasonably request, and
request and (v) as promptly as practicable after any acquisition of a real property, deliver, upon the reasonable request of the Agent, to the Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(c) At at any time upon reasonable request and from time to time that an Event of the AgentDefault is not continuing, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may reasonably deem necessary desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
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Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not Upon the request of the Agent (i) ------------------------- following the occurrence and during the continuance of an Event of Default with respect to any parcel of real property in any one county with a Project Company fair market value that is equal to or greater than $125,000 but less than $250,000 or (ii) a Subsidiary that is to become a Project Company.
(b) Upon upon the acquisition by the Parent Guarantor or any of its Subsidiaries of real property in any one county with an aggregate fair market value, at the time of any property by such acquisition, equal to or greater than $250,000, take all or any Loan Party (other than property consisting of a Person that is a CFC, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if such property shall not already be subject to a perfected first priority security interest in favor of the Agent for following actions, in all cases at the benefit expense of the Secured Parties Borrower, (subject, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party shall, upon the reasonable request of the Agent, at its own expense:
(iA) within 30 10 days after such acquisitionrequest, furnish to the Agent a description of the real and personal property so acquired of the Parent Guarantor and its Subsidiaries which are not subject to the Collateral Documents and which meet the criteria of clause (i) or (ii) above, as the case may be, in detail reasonably satisfactory to the Agent,
, (iiB) within 45 15 days after receipt of such acquisitiondocuments, cause the applicable Loan Party to duly execute and deliver to the Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements assignments and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the Obligations of the applicable Loan Party Parties under the Loan Documents and constituting Liens on all such properties,
, (iiiC) within 45 30 days after receipt of such acquisitiondocuments, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) that may be reasonably necessary or advisable in the reasonable opinion of the Agent to vest in the Agent for the benefit (or in any representative of the Secured Parties Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the security agreements delivered pursuant to this Section 5.01(m), enforceable against all third parties in accordance with their terms, (subject, however, to Permitted Liens),
(ivD) within 60 days after receipt of such acquisitiondocuments, deliver to the Agent, upon the reasonable request of the Agent, Agent a signed copy of a favorable opinion, addressed to the Agent and the other Secured PartiesAgent, of counsel for the Loan Parties Borrower reasonably acceptable to the Agent Agent, as to the matters contained such security agreements creating legal, valid and subsisting Liens enforceable in clauses (ii) and (iii) above accordance with their terms and as to such other matters as the Agent may reasonably request, and
(vE) as promptly as is practicable after any acquisition such request in respect of a real propertyproperty subject to clause (ii) above, deliver, upon the reasonable request of the Agent, deliver to the Agent surveys meeting the criteria specified in Section 3.01(g)(xiv)(B) and Mortgage Policies as to each parcel of real property subject to such request, (F) as soon as reasonably practicable, and in no event later than 9 months after the Initial Extension of Credit, cause the provisions of clauses (A), (B), (C), (D) and (E) above to be satisfied with respect to such real each property title reports, surveys and engineering, soils and other reportslisted on Schedule 5.01(m), and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent,
(cG) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Agent may deem necessary reasonably desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Commercial Aggregates Transportation & Sales LLC)
Covenant to Give Security. (a) No Loan Party shall form or acquire any Subsidiary that is not (i) a Project Company or (ii) a Subsidiary that is to become a Project Company.
(b) Upon the request of the Collateral Agent following the acquisition of any property having a value of not less than $1,000,000 by any Loan Party (other than property consisting of a Person that is a CFCCollateral Grantor, any CFC, a Subsidiary that is held directly or indirectly by a CFC or a Project Company or is to become a Project Company, or a Project Company), if and such property (i) is not already subject to an agreement (otherwise acceptable under the terms of this Agreement) that prevents the encumbering of such property or that would treat such encumbering as a default thereunder and (ii) in the reasonable judgment of the Collateral Agent, shall not already be subject to a perfected first priority security interest interest, subject only to the Liens permitted by the Loan Documents, in favor of the Collateral Agent for the benefit of the Secured Parties (subjectParties, however, to any Permitted Liens and subject to the qualifications that OpCo shall not have any obligations to pledge the Equity interests in Canadian Holders), the applicable Loan Party then such Collateral Grantor shall, upon in each case at the reasonable request expense of the Agent, at its own expenseJRM Borrowers:
(iA) within 30 15 days after such acquisitionrequest, furnish to the Collateral Agent a description of the such property so acquired in detail reasonably satisfactory to the Collateral Agent,
(iiB) within 45 25 days after such acquisitionrequest and the receipt from the Collateral Agent of drafts of proposed documentation that conforms to the Collateral Documents then in effect, cause the applicable Loan Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgagespledges, leasehold deeds of trustassignments, Security Agreement Supplements, intellectual property security agreements agreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party Parties under the Loan Documents and constituting Liens on all such propertiesproperty,
(iiiC) within 45 35 days after such acquisitionrequest, cause the applicable Loan Party to take whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be reasonably necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent for the benefit (or in any representative of the Secured Parties Collateral Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the mortgages, enforceable against all third parties (subjectpledges, howeverassignments, security agreement supplements and security agreements delivered pursuant to Permitted Liensthis Section 5.01(j),
(ivD) within 60 days after such acquisitionrequest, deliver to the Collateral Agent, upon the reasonable request of the Collateral Agent, a signed copy of a favorable opinionopinion (subject to customary qualifications, assumptions, exceptions and limitations), addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Collateral Agent as to the matters contained in clauses (iiB) and (iiiC) above above, as to such mortgages, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of the applicable Collateral Grantor, enforceable in accordance with their terms, and as to such other the matters as the Agent may reasonably request, andcontained in clause (C) above,
(vE) as promptly as practicable after any acquisition of a real propertysuch request, deliver, upon the reasonable request of the Collateral Agent, to the Collateral Agent with respect to such each parcel of real property title reportsowned by the entity that is the subject of such request all applicable deliveries that would have been required under Section 5.01(p) in respect of such property as though it had been subject thereto,
(F) promptly following its receipt of notice from the Collateral Agent of the existence of an Event of Default, surveys (A) cause to be deposited any and engineering, soils and other reportsall cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Collateral Account so long as such Event of Default shall exist, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items (B) with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time so long as such real property, such items shallEvent of Default shall exist, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such Subsidiary to take, as the case may be, all such other action as the Collateral Agent may reasonably deem necessary or desirable in order to obtain and maintain from and after the receipt thereoftime such dividend is paid or payable a perfected, be delivered to the Agent,first priority lien on and security interest in such dividends, and
(cG) At at any time upon reasonable request of the Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Agent may reasonably deem necessary in obtaining the full benefits of, or (as applicable) desirable in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, the mortgages, leasehold mortgagespledges, leasehold deeds of trustassignments, Security Agreement Supplements, intellectual property security agreements and other security and pledge agreementsagreement supplements described in the foregoing clauses.
Appears in 1 contract
Samples: Omnibus Credit Agreement (McDermott International Inc)