Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) Upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary): (i) within ninety (90) days after such formation, acquisition or designation: (A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent; (B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement; (C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent; (D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity; (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and (iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a). (b) The Borrower shall: (i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and (ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property. (c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 8 contracts
Samples: Credit Agreement (West Corp), Credit Agreement (West Corp), Credit Agreement (West Corp)
Covenant to Guarantee Obligations and Give Security. At the Parent Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly-Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)paragraph (f) of the definition of Collateral and Guarantee Requirement), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected first priority Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or at law); and
(iiiii) as promptly as practicable after the request therefor by the Administrative AgentCollateral Agent and to the extent in the Parent Borrower’s possession, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).and
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected first priority Lien (subject to Permitted Liens) under the Collateral Documents pursuant to the Collateral and Guarantee RequirementRequirement and is required to be, the Parent Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bparagraph (f) with respect to real property.
of the definition of “Collateral and Guarantee Requirement” and shall, within forty-five (c45) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months days after the Closing Date, request therefor by the Administrative Agent or the Collateral Agent (or such later date longer period as the Administrative Agent may agreeagree in its reasonable discretion), deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such opinion shall be in form and substance reasonably acceptable to the Administrative Agent.
Appears in 7 contracts
Samples: Credit Agreement (Restaurant Brands International Inc.), Credit Agreement (Restaurant Brands International Inc.), Credit Agreement (Restaurant Brands International Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:including (in each case, as applicable, subject to the Excluded Subsidiary Joinder Exception):
(a1) Upon (x) upon (i) the formation or acquisition of any new direct or indirect wholly owned Material Domestic Subsidiary (including upon the formation of any Material Domestic Subsidiary that is a Divided LLC) (other than any Excluded Subsidiary) by any Loan Party, (ii) the designation of any existing direct or indirect wholly owned Material Domestic Subsidiary (other than any Excluded Subsidiary) as a Restricted Subsidiary, (iii) any Subsidiary (other than any Excluded Subsidiary) becoming a wholly owned Material Domestic Subsidiary or (iv) an Excluded Subsidiary that is a wholly owned Material Domestic Subsidiary ceasing to be an Excluded Subsidiary but continuing as a wholly owned Material Domestic Subsidiary of the Borrower, (y) upon the acquisition of any material assets by the Borrower or any Subsidiary Guarantor (other than Excluded Assets) or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any assets (other than Excluded Assets) held by such Subsidiary (in each case, other than an Unrestricted Subsidiary assets constituting Collateral under a Collateral Document that become subject to the Lien created by such Collateral Document upon acquisition thereof (without limitation of the obligations to perfect such Lien): within 75 days (or an Excluded Subsidiarysuch later date as the Collateral Agent may agree) by any Loan Party or after the designation in accordance with event giving rise to the obligation under this Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary6.11(1):
(i) within ninety (90) days after such formation, acquisition or designation:
(Aa) cause each such Material Domestic Restricted Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to furnish to execute the Guaranty (or a joinder thereto) and other documentation the Administrative Agent a description may reasonably request from time to time in order to carry out more effectively the purposes of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to Guaranty and the Administrative Agent;Collateral Documents and
(Bb) cause (x) each such Material Domestic Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent Mortgagesany supplements to the Security Agreement, Security Agreement Supplementsa counterpart signature page to the Intercompany Note, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)if applicable), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing DateDate as amended and in effect from time to time), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting perfecting Liens required by the Collateral and Guarantee Requirement;
(C) (xc) cause each such Material Domestic Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing and, if applicable, a joinder to the Intercompany Note substantially in the form of Annex I thereto with respect to the intercompany Indebtedness held by such Material Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to ;
(d) take and cause (I) the Administrative Agent and (y) cause each direct or indirect parent of such applicable Material Domestic Restricted Subsidiary that is required to be become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (II) to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirementapplicable, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such applicable Material Domestic Restricted Subsidiary Subsidiary, in each case, to take whatever action customary action(s) (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected (subject to Liens permitted by Section 7.01 and to any applicable Intercreditor Agreement) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iie) within thirty (30) days after upon the reasonable request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opiniona customary Opinion of Counsel, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.11(1) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b2) The Borrower shall:
(i) obtain Notwithstanding anything to the security interests and Senior Guarantees contrary in this Section 6.11, the Collateral Agent may grant one or more extensions of time from any time period set forth on Schedule 1.01A on herein or prior to grant one or more waivers for the dates corresponding to such security interests taking of or causing any action, delivering or furnishing any notice, information, documents, insurance or opinions or for the creation and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition perfection of any material personal property by Liens in its reasonable discretion and any Loan Party such extensions or (y) waivers may, in the acquisition sole discretion of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee RequirementAgent, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyeffective retroactively.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 5 contracts
Samples: First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Health Solutions Holdings, Inc.), First Lien Credit Agreement (Convey Holding Parent, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Parent Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Material Domestic Restricted Subsidiary by the Parent Borrower or any Subsidiary Guarantor or any Material Swiss Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or ), the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Domestic Subsidiary wholly owned by the Parent Borrower or any Subsidiary Guarantor or a Material Swiss Subsidiary (in each case, other than an Excluded Subsidiary):), any Subsidiary becoming a Material Domestic Subsidiary wholly owned by the Parent Borrower or any Subsidiary Guarantor or a Material Swiss Subsidiary (in each case, other than an Excluded Subsidiary) or any Material Domestic Subsidiary wholly owned by the Parent Borrower or any Subsidiary Guarantor or any Material Swiss Subsidiary ceasing to be an Excluded Subsidiary:
(i) within ninety sixty (9060) days (or such greater number of days specified below) after such formation, acquisition or designationdesignation of such Material Domestic Subsidiary or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor under pursuant to the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Material Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) within sixty (60) days (or within ninety (90) days in the case of documents listed in Section 6.13(b)) after such formation, acquisition or designation, cause (x) each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent MortgagesAgent, Mortgages with respect to any Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required hereby or by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct Documents or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing Effective Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Material Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) that and intercompany notes or a joinder to an existing intercompany note (to the extent certificated) that, in each case, are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Material Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Agent;
(D) within sixty (60) days (or within ninety (90) days in the case of documents listed in Section 6.13(b)) after such formation, acquisition or designation, take and (y) cause each direct or indirect parent of such the applicable Material Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any (and all certificates representing the outstanding Equity Interests (to the extent certificated) parent of each such Material Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(Dis a Guarantor) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be required pursuant to the terms of the Collateral Documents or as necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected (to the extent required by the Collateral Documents) Liens to the extent required by the Collateral and Guarantee Requirement; and
(ii) within sixty (60) days (or such greater number of days specified below) after such formation, acquisition or designation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion, cause each such Material Swiss Subsidiary that is required to become a Swiss Guarantor pursuant to the Collateral and Guarantee Requirement to become a Swiss Guarantor under the Swiss Guaranty and to duly execute and deliver to the Administrative Agent the applicable Foreign Collateral Documents (or analogous documents) (consistent with the Foreign Collateral Documents in effect on the Effective Date in all material respects with such changes as may be agreed to by the Administrative Agent and the Parent Borrower), in each case granting Liens required by the Collateral and Guarantee RequirementRequirement and, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty (30) days after the request therefor if requested by the Administrative AgentAgent in its reasonable discretion, deliver to the Administrative Agent a signed copy of an opinion, opinion addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to Agent.
(b) After the Effective Date, within ninety (90) days (or such matters set forth in this Section 6.11(a) longer period as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, agree in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by the Parent Borrower, any Loan Party Subsidiary Guarantor or the Japanese Subsidiary Borrower, and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Parent Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will takewill, or cause the relevant Loan Party to, duly execute and deliver a Mortgage with respect to takesuch Material Real Property, such actions as shall be necessary or reasonably requested by including the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to documents listed in Section 6.13(b) with respect to real property).
(c) Notwithstanding anything to the foregoingcontrary herein, this Section 6.11 shall not apply to any real property owned by the Swiss Loan Parties, which shall not be pledged or otherwise constitute Collateral.
(d) Notwithstanding anything to the contrary in this Section 6.11 or Section 6.13, the Parent Borrower or relevant Loan Party shall not be required to execute and deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, Mortgage on any such Material Real Property until 60 days (or such later date longer period as may be agreed by the Administrative Agent in its reasonable discretion) after the date the Borrower has received confirmation from the Administrative Agent that flood insurance due diligence and flood insurance compliance as required by Section 6.07 hereto has been completed. The Parent Borrower or relevant Loan Party shall, within 60 days (or such longer period as may agreebe agreed by the Administrative Agent in its reasonable discretion) after acquisition of such Material Real Property, provide written notice to the Administrative Agent of its intent to pledge such Material Real Property.
Appears in 5 contracts
Samples: Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.), Credit Agreement (Iqvia Holdings Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly-Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded SubsidiarySubsidiary or any Restricted Subsidiary that is not a Loan Party merging or amalgamating with a Loan Party in accordance with the proviso in Section 7.04(a):
(i) within ninety sixty (9060) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties that are not Excluded Property owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)paragraph (f) of the definition of “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents in effect on the Initial Closing Date)Date or required, in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount as of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax Initial Closing Date to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and delivered in form and substance reasonably satisfactory to the Administrative Agent (consistent accordance with the Security Agreements in effect on the Closing DateSection 6.12), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and intellectual property security agreements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected first priority Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiE) within thirty (30) days after to the request therefor extent reasonably requested by the Administrative Agent, cause each such Restricted Subsidiary to deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent customary board resolutions and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably requestofficers certificates; and
(iiiii) as promptly as practicable after the request therefor by the Administrative AgentCollateral Agent and to the extent in the Borrower’s possession, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiarynot Excluded Property, any existing title reports, title insurance policies and surveys or environmental assessment reportsreports to the extent reasonably available; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).and
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Datedate of the Spin-Off, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) upon the acquisition of any Material Real Property after the Initial Closing Date that is not Excluded Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected first priority Lien (subject to Permitted Liens) under the Collateral Documents pursuant to the Collateral and Guarantee RequirementRequirement and is required to be, give notice thereof to the Borrower shall within ninety (90) days after such the acquisition of such Material Real Property (or such longer period as the Administrative Agent and promptly thereafter shall may agree in its reasonable discretion) cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bparagraph (f) with respect of the definition of “Collateral and Guarantee Requirement” and shall deliver to real property.
(c) Notwithstanding the foregoingAdministrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such opinion shall be in form and substance reasonably acceptable to the Administrative Agent; provided that the Borrower shall not be required provide written notice to deliver any Mortgages or related documentation the Secured Parties that such Material Real Property shall become subject to a Lien at least 45 days prior to the date granting of the Lien over such Material Real Property. If any Lender determines, acting reasonably, that is three months after the Closing Dateany applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such later date as Lender to hold or benefit from a Lien over real property pursuant to any Law of the United States or any State thereof, such Lender may notify the Administrative Agent may agreeand disclaim any benefit of such Lien to the extent of such illegality; provided that, (x) such determination or disclaimer shall not invalidate or render unenforceable such Lien for the benefit of any other Secured Party and (y) if any such determination or disclaimer shall reduce any recovery, or deemed amount of recovery, from any such Lien, then notwithstanding any sharing of payment or similar provision of this Agreement to the contrary, including any provision of Section 2.13 and/or Section 8.04, such reduction shall be borne solely by the Lender or Lenders making such determination or disclaimer.
Appears in 5 contracts
Samples: Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.), Credit Agreement (Wyndham Hotels & Resorts, Inc.)
Covenant to Guarantee Obligations and Give Security. At From and after the Closing Date, subject to Section 6.13, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Wholly-Owned Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary, or any Immaterial Subsidiary (other than an Excluded becoming a Material Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designation:occurrence or such longer period as the Administrative Agent may agree in its reasonable discretion (but not prior to the Closing Date):
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or at law); and
(iiiii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property (other than leasehold interests and other than any Material Real Property subject to a Lien permitted pursuant to Section 7.01(i) or (o)) by any Loan Party and (or promptly after the date that any Material Real Property of any Loan Party is no longer subject to a Lien permitted pursuant to Section 7.01(i) or (o)), if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
and shall, within sixty (c60) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months days after the Closing Date, request therefor by the Administrative Agent or the Collateral Agent (or such later date longer period as the Administrative Agent may agreeagree in its sole discretion), deliver to the Administrative Agent and the Collateral Agent a signed copy of an opinion of local counsel for such Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in the jurisdiction of such Material Real Property, addressed to the Administrative Agent and the Collateral Agent and the other Secured Parties and reasonably acceptable to the Administrative Agent.
Appears in 4 contracts
Samples: Credit Agreement (Corporate Executive Board Co), Credit Agreement (Corporate Executive Board Co), Credit Agreement (Corporate Executive Board Co)
Covenant to Guarantee Obligations and Give Security. At From and after the Closing Date, at the Borrower’s expense, in accordance with and subject to the terms, conditions, and limitations of Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation formation, incorporation or acquisition of any new direct or indirect wholly owned Domestic Wholly Owned Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Wholly Owned Unrestricted Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):) or upon any Wholly Owned Restricted Subsidiary ceasing to be an Excluded Subsidiary:
(i) within ninety forty-five (9045) days (or such longer period as the Administrative Agent may agree to in its reasonable discretion) after such formation, incorporation, acquisition or designation:):
(A1) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesjoinders to the Guaranty, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and Documents in form and substance already specified or otherwise reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing DateDate with appropriate modifications to address any applicable local Laws), in each case granting the Guarantees and Liens required by the Collateral and Guarantee Requirement;
(C) (x2) cause each such Domestic Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement Requirement, to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments the Material Debt Instruments (if any) evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D3) take and cause such Domestic the applicable Restricted Subsidiary and each direct or indirect parent of such Domestic applicable Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement, to take whatever action (including the recording of Mortgages, the filing of financing statements under the Uniform Commercial Code financing statements or other applicable Laws and other applicable registration forms and filing statements, and delivery of stock and other membership interest certificatescertificates and powers to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected (to the extent required by the Collateral and Guarantee Requirement and the Collateral Documents) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;; and
(ii) within thirty forty-five (3045) days after the request reasonable request, if any, therefor by the Administrative AgentAgent (or, in each case, such longer period as the Administrative Agent may agree to in its discretion), deliver to the Administrative Agent a signed copy of an a customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel counsel(s) for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.12(a)(i)(1) as the Administrative Agent may reasonably request; and
(iiib) as promptly as practicable after notwithstanding anything to the request therefor by contrary in the foregoing clause (a), the Borrower may notify the Administrative AgentAgent at any time that the Borrower desires to join an Excluded Subsidiary that is a Domestic Subsidiary or a Subsidiary organized under the Laws of any Approved Jurisdiction or any territory, deliver province or municipality thereof as a Subsidiary Guarantor under this Agreement and the other Loan Documents, and, in any such case, cause such Excluded Subsidiary to (i) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior joinders to the dates corresponding to such Guaranty, Security Agreement Supplements, Intellectual Property Security Agreements and other security interests agreements and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property documents required by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof Documents in form already specified or otherwise reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and promptly thereafter shall cause other Collateral Documents in effect on the Closing Date with appropriate modifications to address applicable local Laws), (ii) grant a valid and perfected Lien in favor of the Administrative Agent for the benefit of the Secured Parties on the assets and other personal property of such assets to be subjected to a Lien to Excluded Subsidiary of the extent required by same type that constitute Collateral for purposes of the Collateral Documents in accordance with the Collateral and Guarantee Requirement (other than with respect to any Excluded Assets of such Excluded Subsidiary but without giving effect to any provision of the definition of Excluded Assets that would otherwise result in such Excluded Subsidiary (and its tangible and intangible personal property that will takeconstitute Collateral) constituting an Excluded Asset) and (iii) enter into any such amendments, modifications, or cause the relevant other changes to this Agreement and any other Loan Party to take, such actions as shall be necessary or Document reasonably requested by the Borrower and approved by the Administrative Agent in its reasonable discretion in order to address any matters in connection with, or related to, such Excluded Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each Secured Party, by accepting the benefits of the Loan Documents, hereby authorizes the Administrative Agent to grant and perfect enter into any such amendments, modifications, or record such Lien, including, as applicable, other changes to this Agreement or any of the actions referred other Loan Documents solely to in Section 6.13(b) with respect to real property.
(c) Notwithstanding implement the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 4 contracts
Samples: Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc), Credit Agreement (Cincinnati Bell Inc)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly wholly-owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly wholly-owned Domestic Subsidiary as a Restricted Subsidiary, or any Immaterial Subsidiary (other than an Excluded becoming a Material Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)paragraph (f) of the definition of Collateral and Guarantee Requirement), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law);
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property (other than leasehold interests) by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrowers shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bparagraph (f) with respect to real property.
of the definition of Collateral and Guarantee Requirement and shall, within forty-five (c45) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months days after the Closing Date, request therefor by the Administrative Agent or the Collateral Agent (or such later date longer period as the Administrative Agent may agreeagree in its sole discretion), deliver to the Administrative Agent and the Collateral Agent a signed copy of an opinion of local counsel for such Loan Party in the jurisdiction of such Material Real Property, addressed to the Administrative Agent and the Collateral Agent and the other Secured Parties and reasonably acceptable to the Administrative Agent; and
(c) prior to the acquisition by Parent of any asset to be located in Guernsey, or the transfer to Guernsey of any asset owned by Parent, in each case that would under applicable Law require such action, take and cause Parent to take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law).
Appears in 3 contracts
Samples: Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Kinetic Concepts Inc), Credit Agreement (KCI Animal Health, LLC)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement is and continues to be satisfied, including:
(a) Upon (x) upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary by any Loan Party, or any Subsidiary becoming a Domestic Subsidiary (other than any Domestic Subsidiaries that are direct or indirect Subsidiaries of a Foreign Subsidiary that is a CFC), (y) upon the acquisition of any material assets by any Borrower or any other Loan Party of the types required to be included in Collateral or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any material assets held by such Subsidiary of the types required to be included in Collateral (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by any Loan Party or such Collateral Document upon acquisition thereof (without limitation of the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiaryobligations to perfect such Lien)):
(i) within thirty (30) days (or ninety (90) days in respect of Mortgages and other actions with respect to Material Real Property) after such formation, acquisition or designationdesignation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Collateral Agent a description of the Material Real Properties or other material assets required to be included in Collateral owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Collateral Agent;
(B) except as provided in Section 6.11(b) below, cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent MortgagesMortgages with respect to any Material Real Property, Security Guarantee and Collateral Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date)Agent, in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver a Perfection Certificate in form and substance reasonably satisfactory to the Collateral Agent, and to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent; and
(D) except as provided in Section 6.11(b) below, take and (y) cause the applicable Domestic Subsidiary and each direct or indirect parent of such applicable Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements statements, execution of Deposit Account Control Agreements and Securities Account Control Agreements and delivery of stock and membership interest certificatescertificates to the extent certificated) that may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law);
(ii) except as provided in Section 6.11(b) below, within thirty forty-five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the reasonable request therefor by the Administrative Agent or Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel Material Real Property, title reports, surveys and environmental assessment reports provided that the Collateral Agent may in its reasonable discretion accept any such existing title report, survey or environmental assessment report to the extent prepared as of a date reasonably satisfactory to the Collateral Agent; and
(b) within 30 days after the Closing Date, with respect to each Material Real Property that is owned by such Domestic Restricted Subsidiarythe Loan Parties on the date hereof, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) within 90 days after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter Borrowers shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding ). Promptly upon the foregoingacquisition of any Material Real Property by any Loan Party, the Borrower Parent shall not be required to deliver any Mortgages or related documentation prior give notice of such acquisition to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agreeCollateral Agent.
Appears in 3 contracts
Samples: Credit Agreement (ARC Group Worldwide, Inc.), Credit Agreement (ARC Group Worldwide, Inc.), Credit Agreement
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):Party:
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary that have a book value in detail reasonably satisfactory to the Administrative Agentexcess of $1,100,000;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to comply with the Collateral and Guarantee Requirement, including to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, with respect to any owned real property with a book value in excess of $1,100,000, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Restricted Subsidiary, Subsidiary and has a book value in excess of $1,100,000 any existing title reports, surveys Surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Original Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $1,100,000 and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 3 contracts
Samples: Fourth Amendment Agreement (CRC Health CORP), Credit Agreement (CRC Health CORP), Third Amendment Agreement (CRC Health CORP)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly-Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded Subsidiary)::
(i) within ninety thirty (9030) days after such formationformation (unless formed solely in connection with an acquisition, acquisition then after such acquisition), acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any Requirements and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;; and
(DC) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens with the priority required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law);
(ii) within thirty forty-five (3045) days after the request therefor by such formation (unless formed solely in connection with an acquisition, then after such acquisition), acquisition, designation or occurrence or such longer period as the Administrative Agent, Agent may agree in its reasonable discretion:
(A) cause each such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a signed copy or the Collateral Agent (as appropriate) Mortgages, pledges, guarantees, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in paragraph (f) of an opinionthe definition of Collateral and Guarantee Requirement), addressed as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Secured PartiesCollateral Documents in effect on the Closing Date), of counsel for in each case granting Liens required by the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably requestCollateral and Guarantee Requirement; and
(iii) as promptly as practicable after the request therefor by the Administrative AgentCollateral Agent and to the extent in the Borrower’s possession, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).and
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien (subject to Permitted Liens) under the Collateral Documents with the priority required pursuant to the Collateral and Guarantee RequirementRequirement and is required to be, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter within sixty (60) days (with such extensions as agreed by the Administrative Agent in its reasonable discretion of the date of such acquisition shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement Requirement) and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bparagraph (f) with respect to real property.
of the definition of “Collateral and Guarantee Requirement” and shall, within forty-five (c45) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months days after the Closing Date, request therefor by the Administrative Agent or the Collateral Agent (or such later date longer period as the Administrative Agent may agreeagree in its reasonable discretion), deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties regarding the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such opinion shall be in form and substance reasonably acceptable to the Administrative Agent.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.)
Covenant to Guarantee Obligations and Give Security. At From and after the Closing Date, at the Borrower’s expense, in accordance with and subject to the terms, conditions, and limitations of Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation formation, incorporation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly Owned Material Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Wholly Owned Material Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):) or upon any Wholly Owned Material Subsidiary ceasing to be an Excluded Subsidiary:
(i) within ninety sixty (9060) days after such formation, incorporation, acquisition or designation occurred (or such longer period as the Administrative Agent may agree to in its reasonable discretion) after such formation, incorporation, acquisition or designation, subject to the First Lien Intercreditor Agreement:
(A1) [reserved];
(2) cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesjoinders to the Guaranty, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, required by the documents listed in Section 6.13(b))Collateral Documents or, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct already specified or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance otherwise reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing DateDate with appropriate modifications to address any applicable local Laws), in each case granting the Guarantees and Liens required by the Collateral and Guarantee Requirement;
(C) (x3) cause each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments the Material Debt Instruments (if any) evidencing the intercompany Indebtedness held by such Domestic Restricted Material Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent;
(4) take and (y) cause the applicable Material Subsidiary and each direct or indirect parent of such Domestic Restricted applicable Material Subsidiary that is required to be become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of financing statements under the Uniform Commercial Code financing statements Code, PPSA or other applicable Laws and other applicable registration forms and filing statements, and delivery of stock and other membership interest certificatescertificates and powers to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected (to the extent required by the Collateral and Guarantee Requirement and the Collateral Documents) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty ninety (3090) days after the request reasonable request, if any, therefor by the Administrative AgentAgent (or, in each case, such longer period as the Administrative Agent may agree to in its discretion), deliver to the Administrative Agent a signed copy of an a customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel counsel(s) for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.12(a)(i)(2) as the Administrative Agent may reasonably request; and
(iiib) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent (i) with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on 1.01B, within ninety (90) days after the Closing Date (or prior to such longer period as the dates corresponding to such security interests Administrative Agent may agree in its discretion) and Senior Guarantees set forth on Schedule 1.01A; and
(ii) with respect to Material Real Property acquired after the Closing Date, concurrently with within ninety (x90) days after the date of such acquisition of any material personal property by any Loan Party (or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to longer period as the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to may agree in its discretion), the extent required by the Collateral and Guarantee Requirement and will Borrower shall, in each case, take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b6.14(b) with respect to real property.
(c) Notwithstanding Material Real Property of a Loan Party to the foregoing, the Borrower extent such Material Real Property shall not already be required subject to deliver any Mortgages or related documentation prior a valid and perfected Lien pursuant to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agreeCollateral and Guarantee Requirement.
Appears in 3 contracts
Samples: Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Inc.), Credit Agreement (GFL Environmental Holdings Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Material Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any Domestic Subsidiary becoming a wholly owned Material Domestic Subsidiary)::
(i) within ninety forty five (9045) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Material Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent MortgagesMortgages with respect to any Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Material Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Material Domestic Restricted Subsidiary and each direct or indirect parent of such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law),
(ii) within thirty forty-five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:and
(i) the Borrower shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party other than Holdings, and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets Material Real Property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 3 contracts
Samples: Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (LVB Acquisition, Inc.), Credit Agreement (Biolectron, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Parent Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon (1) upon the formation formation, acquisition or acquisition designation (x) by any U.S. Loan Party of any existing or new direct or indirect wholly wholly-owned Material Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):) that is a Restricted Subsidiary (for the avoidance of doubt, including CCOH and its wholly-owned Restricted Subsidiaries which are Material Domestic Subsidiaries but not Excluded Subsidiaries upon CCOH becoming wholly-owned by the Loan Parties) or (y) by any U.S. Loan Party or Foreign Loan Party of any direct or indirect wholly-owned Material Foreign Subsidiary (other than an Excluded Subsidiary) that is a Restricted Subsidiary or (2) upon the designation by any Loan Party of any Unrestricted Subsidiary that is a direct or indirect wholly-owned Material Domestic Subsidiary or Material Foreign Subsidiary referred to in the foregoing clause (x) or (y) (other than an Excluded Subsidiary) as a Restricted Subsidiary in accordance with Section 6.14:
(i) within ninety (90) 45 days after such formation, acquisition or designation, or such longer period as the Administrative Agent may agree in writing in its discretion:
(A) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesa Guaranty (or supplement thereto) and (y) cause each such Restricted Subsidiary that is required to xxxxx x Xxxx on any Collateral pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages with respect to any Material Real Property, Guaranties, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral by, and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited subject to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) limitations and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date)exceptions of, in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xB) cause each such Domestic Restricted Subsidiary Loan Party that is required to become a Guarantor pledge any Equity Interests or intercompany note held by such Loan Party pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock or note powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documentstransfer, indorsed in blank to the Administrative Agent;; and
(DC) take take, and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take take, whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance and to otherwise comply with their terms, except as such enforceability may be limited by Debtor Relief Laws the requirements of the Collateral and by general principles of equityGuarantee Requirement;
(ii) within thirty (30) days after the request therefor if reasonably requested by the Administrative Agent, within forty-five (45) days after such request, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiaryconstituting Collateral, any existing title reports, abstracts, surveys or environmental assessment reports, to the extent available and in the possession or control of the Parent Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Parent Borrower may elector one of its Subsidiaries, in its sole discretionwhere, despite the commercially reasonable efforts of the Parent Borrower to cause any Excluded Subsidiary to become a Guarantor, in which caseobtain such consent, such Excluded Subsidiary shall comply with this clause (a)consent cannot be obtained.
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) If after the Closing Date, concurrently with the Parent Borrower or any Restricted Subsidiary creates or acquires any License Subsidiary that is a Material Subsidiary, then the Parent Borrower shall, as soon as practicable (xand in any event within 45 days (as such date may be extended by the Administrative Agent in its discretion), designate such License Subsidiary as a Retained Existing Notes Indenture Unrestricted Subsidiary.
(c) If any Principal Properties Certificate required to be delivered hereunder demonstrates that the acquisition Principal Properties Collateral Amount does not exceed the Principal Properties Permitted Amount multiplied by 2.5, then the Parent Borrower shall cause, as soon as practicable (and in any event within 120 days (as such date may be extended in writing by the Administrative Agent in its discretion) after the date of delivery of such Principal Properties Certificate) Additional Principal Properties of the Parent Borrower or any material personal property U.S. Guarantor, as selected by any Loan Party or the Parent Borrower, having a Fair Market Value, as determined by the Parent Borrower (y) acting reasonably and in good faith), that would result in, after giving effect to grant of a Lien thereon, the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already aggregate Principal Properties Collateral Amount being at least 2.5 times the Principal Properties Permitted Amount, to be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, includingin each case to the extent required by, as applicableand subject to the limitations and exceptions of, the actions referred Collateral and Guarantee Requirement and to in Section 6.13(b) otherwise comply with respect to real propertythe requirements of the Collateral and Guarantee Requirement.
(cd) If after the Closing Date, the Loan Parties acquire any asset or group of assets with a Fair Market Value in excess of $25,000,000 (as determined by the Parent Borrower (acting reasonably and in good faith)) the Parent Borrower shall within 45 days following the end of the fiscal quarter in which such acquisition occurred make a determination (acting reasonably and in good faith) as to whether such asset or group of assets constitutes Non-Principal Property. If the Parent Borrower determines that such asset or group of assets constitutes Non-Principal Property, the Parent Borrower shall notify the Administrative Agent of such designation by delivery of an Additional Non-Principal Properties Certificate determining that such Non-Principal Property constitutes Additional Non-Principal Properties Collateral and, if requested by the Administrative Agent, the applicable Loan Party will cause such assets to be subjected to a Lien and Mortgage, if applicable, in favor of the Administrative Agent for the benefit of the Secured Parties, and will take, and cause the other applicable Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent as soon as commercially reasonable but in no event later than 75 days following the end of the quarter in which such acquisition occurred, unless extended by the Administrative Agent in writing in its discretion, to grant and perfect the Liens required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. Any designation made by the Parent Borrower in accordance with this paragraph (d) shall be conclusive in the absence of manifest error.
(e) If (i) the Parent Borrower or any other Loan Party Disposes of any Non-Principal Properties Collateral with a Fair Market Value in excess of $25,000,000 as determined by the Parent Borrower (acting reasonably and in good faith), and (ii) the Parent Borrower does not give written notice to the Administrative Agent of its intent to reinvest, in accordance with Section 2.05(b)(ii)(B), the Net Cash Proceeds received from such Disposition in Additional Non-Principal Properties Collateral that will be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties (in which case the Parent Borrower shall take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement), then, as soon as practicable (in the reasonable judgment of the Parent Borrower) the Parent Borrower shall use commercially reasonable efforts to (x) designate Additional Non-Principal Properties Collateral having an equal or greater Fair Market Value, as determined by the Parent Borrower (acting reasonably and in good faith), than the Fair Market Value of such Disposed Collateral and (y) cause such Additional Non-Principal Properties to be subject to a Lien and Mortgage if applicable, in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.
(f) No later than 60 days after the satisfaction of the Existing Notes Condition (unless extended by the Administrative Agent in writing in its discretion), the Parent Borrower shall, in each case at the Parent Borrower’s expense, cause the assets of each Borrower and each Subsidiary Guarantor to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement (it being understood and agreed that any Existing Notes that, unless the Existing Notes Condition has been satisfied pursuant to clause (ii) of the definition thereof, shall then be outstanding shall be permitted to be equally and ratably secured by such assets under this clause (f) to the extent required by the term of the Retained Existing Notes Indenture).
(g) Not later than 60 days after the acquisition by any Foreign Loan Party of any real or personal property with a Fair Market Value in excess of $25,000,000 as determined by the Parent Borrower (acting reasonably and in good faith) that is required to be provided as Collateral pursuant to the definition of “Collateral and Guarantee Requirement,” which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.
(h) Notwithstanding anything to the foregoingcontrary in this Agreement, the Parent Borrower shall not be required to (i) deliver any Mortgages or related documentation prior to the date that is three months 120 days after the Closing Date, or such later date as which may be extended by the Administrative Agent in its sole discretion, or (ii) take any action or deliver any document set forth on Schedule 6.11(h) before the time limit set forth on such Schedule with respect to such action or document, any such time limit which may agreebe extended by the Administrative Agent acting in its sole discretion.
Appears in 3 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc), Credit Agreement (Clear Channel Communications Inc)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied. Without limiting the generality of the foregoing, including:
within sixty (a60) Upon 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 wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded Subsidiary):
Subsidiary (i) within ninety (90) days after such formation, acquisition or designation:
(A) cause each such Domestic Restricted including following designation by the Borrower of any Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become as a Guarantor pursuant to the Collateral and Guarantee Requirement definition of Guarantors), the Borrower shall:
(a) cause each such Restricted Subsidiary to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent, as applicable, a Guaranty Supplement, a Security Agreement SupplementsSupplement and such other joinders, Intellectual Property Security Agreements supplements, agreements, certificates, opinions, instruments and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as are reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent or the Collateral Agent, as applicable, in connection with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount satisfaction of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xb) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant deliver, in each case to the Collateral and Guarantee Requirement to deliver extent applicable, (i) any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (ii) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(Dc) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatesstatements) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens with the priority required by by, and subject to, the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys equity or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (aat law).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 3 contracts
Samples: Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.), Credit Agreement (RingCentral, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly wholly-owned Material Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly wholly-owned Material Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any Domestic Subsidiary becoming a wholly-owned Material Domestic Subsidiary)::
(i) within ninety forty five (9045) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Material Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to under the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent MortgagesMortgages with respect to any Material Real Property, Guaranties, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens Guaranties required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Material Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Material Domestic Restricted Subsidiary and each direct or indirect parent of such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty forty-five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, provided however that there shall be no obligation to deliver to the Administrative Agent any environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Borrower may elector one of its Subsidiaries, in its sole discretionwhere, despite the commercially reasonable efforts of the Borrower to cause any Excluded Subsidiary to become a Guarantor, in which caseobtain such consent, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:consent cannot be obtained; and
(i) the Borrower shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A to the Original Credit Agreement on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01A to the Original Credit Agreement; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party other than Holdings, and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets Material Real Property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 3 contracts
Samples: Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc), Credit Agreement (Avaya Inc)
Covenant to Guarantee Obligations and Give Security. At the BorrowerCompany’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)::
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted SubsidiarySubsidiary that, have a book value in excess of $5,000,000, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Restricted Subsidiary, Subsidiary and has a book value in excess of $5,000,000 any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) [Reserved];
(ii) the Company shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01B; and
(iiiii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party Party, or (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $5,000,000, and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 3 contracts
Samples: Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (Sungard Capital Corp Ii), Credit Agreement (GL Trade Overseas, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a1) Upon (x) upon (i) the formation or acquisition of any new direct or indirect wholly owned Material Domestic Subsidiary (other than any Excluded Subsidiary) by any Loan Party, (ii) the designation of any existing direct or indirect wholly owned Material Domestic Subsidiary (other than any Excluded Subsidiary) as a Restricted Subsidiary, (iii) any Subsidiary (other than any Excluded Subsidiary) becoming a wholly owned Material Domestic Subsidiary or (iv) an Excluded Subsidiary that is a Material Domestic Subsidiary ceasing to be an Excluded Subsidiary but continuing as a Restricted Subsidiary of the Borrower, (y) upon the acquisition of any material assets by the Borrower or any Subsidiary Guarantor or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any material assets held by such Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by any Loan Party or such Collateral Document upon acquisition thereof (without limitation of the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiaryobligations to perfect such Lien)):
(ia) within ninety (90) days (or such greater number of days specified below) after such formation, acquisition or designation:
(A) designation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to execute the Guaranty (or a joinder thereto) and other documentation the Administrative Agent a description may reasonably request from time to time in order to carry out more effectively the purposes of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to Guaranty and the Administrative Agent;Collateral Documents and
(BA) within ninety (90) days (or within the time period set forth in Section 6.11(2)(b) the case of documents listed in Section 6.11(2)(b)) after such formation, acquisition or designation, cause (x) each such Material Domestic Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent Mortgages(or a Mortgage Collateral Trustee, if applicable), Mortgages and the other items listed in Section 6.11(2)(b), mutatis mutandis, with respect to any Material Real Property, supplements to the Security Agreement SupplementsAgreement, a counterpart signature page to the Intercompany Subordination Agreement, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting perfecting Liens required by the Collateral and Guarantee Requirement;
(CB) within ninety (x90) days after such formation, acquisition or designation, cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing a joinder to the Intercompany Subordination Agreement substantially in the form of Annex I thereto with respect to the intercompany Indebtedness held by such Material Domestic Restricted Subsidiary Subsidiary;
(C) within ninety (90) days (or within the time period set forth in Section 6.11(2)(b) in the case of documents listed in Section 6.11(2)(b)) after such formation, acquisition or designation, take and required to be pledged pursuant to cause (i) the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such applicable Material Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (ii) to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirementapplicable, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such applicable Material Domestic Restricted Subsidiary Subsidiary, in each case, to take whatever action customary action(s) (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected (subject to Liens permitted by Section 7.01) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiD) within thirty ninety (3090) days (or within the time period set forth in Section 6.11(2)(b) in the case of documents listed in Section 6.11(2)(b)) after the reasonable request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an opiniona customary Opinion of Counsel, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.11(1) as the Administrative Agent may reasonably request; and
(iiiprovided that actions relating to Liens on real property are governed by Section 6.11(2) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with and not this clause (aSection 6.11(1).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 3 contracts
Samples: Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.), Credit Agreement (Life Time Group Holdings, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly Owned Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded Subsidiary):Subsidiary or designation of any Subsidiary as a Guarantor pursuant to the definition of Guarantors,
(i) within ninety forty five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) 90 days following the Administrative Agent’s receipt of the notice of such formation, acquisition, designation or occurrence, cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate), pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))or joinders or supplements thereto, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement Agent (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (extent applicable, consistent with the Security Agreements Agreement and other Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xB) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent; and
(C) take and (y) cause such Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens with the priority required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys equity or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (aat law).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 3 contracts
Samples: Credit Agreement (Utz Brands, Inc.), Bridge Credit Agreement (Utz Brands, Inc.), First Lien Term Loan Credit Agreement (Collier Creek Holdings)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:including (but subject to any limitations set forth in the Collateral and Guarantee Requirement):
(a) Upon following the formation or acquisition of any new direct or indirect wholly owned Subsidiary that is a Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or upon any Subsidiary ceasing to be an Excluded Subsidiary, to the designation in accordance with Section 6.15 of any existing direct extent such Subsidiary is (or indirect wholly owned will become) a Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
(i) in the case of any such Domestic Subsidiary that is required (or has elected) to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement, within ninety sixty (9060) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Guaranty Supplements, Mortgages with respect to the owned real properties which are identified to the Administrative Agent pursuant to Section 5.11(a)(i)(A) and have a Fair Market Value in excess of $10,000,000, Security Agreement Supplements, Intellectual Property Security Agreements a counterpart of the Intercompany Subordination Agreement, a counterpart of any Applicable Intercreditor Agreement and other guarantees, security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)subsection (f) of the definition of “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent consistent, where applicable, with the Mortgages, Security Agreement, Intellectual Property Security Agreements Guaranty and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required (or has elected) to be a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as are reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent consistent, where applicable, with the Security Agreements Agreement and other Collateral Documents as in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required (or has elected) to be a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements or recordations and delivery of stock and membership interest certificates) that may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and or by general principles of equity;,
(ii) within thirty (30) days after the request therefor if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a5.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reportsreports with respect to each parcel of real property that is owned by such Restricted Subsidiary and has a Fair Market Value in excess of $10,000,000, to the extent available and in the possession or control of the Borrower; provided that the Administrative Agent may in its reasonable discretion accept any such existing report or survey to the extent prepared as of a date reasonably satisfactory to the Administrative Agent; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than a Loan Party or one of their Subsidiaries, where, despite the commercially reasonable efforts of the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which caseobtain such consent, such Excluded Subsidiary shall comply with this clause (a)consent cannot be obtained.
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after After the Closing Date, concurrently with promptly following (x) the acquisition of any material personal property by any Loan Party or Party, (y) the acquisition of any Material Real Property owned real property by any Loan Party and with a Fair Market Value in excess of $ 10,000,000 or (z) the Fair Market Value of a real property owned by any Loan Party exceeding $10,000,000, if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bsubsection (f) of the Collateral and Guarantee Requirement with respect to real property.
(c) Notwithstanding the foregoingIf, the Borrower shall not be required to deliver at any Mortgages or related documentation prior to the date that is three months time after the Closing Date, any Restricted Subsidiary becomes an obligee or obligor of any intercompany Indebtedness, then the Borrower shall cause such later date as Restricted Subsidiary to authorize, execute and deliver a counterpart of the Administrative Agent may agreeIntercompany Subordination Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Mattress Firm Group Inc.), Credit Agreement (Mattress Firm Group Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon (1) the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly Owned Material Subsidiary (in each case, other than an Unrestricted Excluded Subsidiary) by any Loan Party, (2) the designation in accordance with Section 6.14 of any existing direct or indirect Wholly Owned Material Subsidiary (in each case, other than an Excluded Subsidiary) as a Restricted Subsidiary, (3) any Domestic Subsidiary (in each case, other than an Excluded Subsidiary) becoming a Wholly Owned Material Subsidiary or (4) the acquisition of any new direct or indirect non-Wholly Owned Material Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Party or the designation pursuant to Section 7.02(j) that is required to become a Guarantor in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary7.02(j)(A):
(i) within (x) forty-five (45) days or (y) with respect to any items pertaining to Material Real Property (other than the items identified in Section 6.11(a)(iii)), ninety (90) days days, after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Material Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages, to the extent required pursuant to the Collateral and Guarantee Requirement, with respect to any Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor delivered thereafter pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing DateSection 6.13(b)), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local Law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Material Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Material Subsidiary and each direct or indirect parent of such Domestic Restricted Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law);
(ii) within thirty forty-five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party and other than Holdings, if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter within ninety (90) days of such acquisition shall cause such assets Material Real Property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and (within ninety (90) days of such acquisition) will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (IASIS Healthcare LLC), Revolving Credit Agreement (IASIS Healthcare LLC)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:including (except to the extent otherwise provided hereunder or under any Collateral Document or the Intercreditor Agreement):
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 7.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary, any Subsidiary (other than becoming a Material Subsidiary or any Subsidiary ceasing to be an Excluded Subsidiary)::
(i) within ninety (90) 45 days after such formation, acquisition or designationdesignation or such longer period as the Collateral Agent or Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent or the Collateral Agent (as appropriate) a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement, to the extent such Domestic Subsidiary owns assets of the type subject to the Borrowing Base, to duly execute and deliver to the Administrative Agent a counterpart signature page to this Agreement, whereby such Domestic Subsidiary shall agree to become a Borrower hereunder in accordance with the terms of this Agreement;
(C) cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Agreements, Guaranties and other security agreements and documents (including, with respect to the Mortgages, the documents listed in Section 6.13(b)), ) as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent (as appropriate) (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xD) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(DE) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code UCC financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent or the Collateral Agent (as appropriate) to vest in the Administrative Agent or the Collateral Agent (as appropriate) (or in any representative of the Administrative Agent or the Collateral Agent (as appropriate) designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws Laws, and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law) and by an implied covenant of good faith and fair dealing;
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Dominion Textile (Usa), L.L.C.), Credit Agreement (Dominion Textile (Usa), L.L.C.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a1) Upon (x) upon (i) the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Material Subsidiary (other than any Excluded Subsidiary) by any Loan Party, (ii) any Subsidiary (other than any Excluded Subsidiary) becoming a wholly owned Material Subsidiary or (iii) an Excluded Subsidiary that is a Material Subsidiary ceasing to be an Excluded Subsidiary but continuing as a Subsidiary of the Borrower, (y) upon the acquisition of any material assets by the Borrower or any Subsidiary Guarantor or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any material assets held by such Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by any Loan Party or such Collateral Document upon acquisition thereof (without limitation of the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiaryobligations to perfect such Lien)):
(ia) within ninety sixty (9060) days (or such greater number of days specified below) after such formationformation or acquisition or, acquisition or designation:
(A) in each case, such longer period as the Administrative Agent may agree in its reasonable discretion cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to execute the Guaranty (or a joinder thereto) and other documentation the Administrative Agent a description may reasonably request from time to time in order to carry out more effectively the purposes of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to Guaranty and the Administrative Agent;Collateral Documents and
(BA) within sixty (60) days after such formation or acquisition, cause (x) each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent Mortgagessupplements to the Security Agreement, Security Agreement Supplementsa counterpart signature page to the Intercompany Subordination Agreement, Intellectual Property Security Agreements and other security agreements and documents (including, with respect necessary to Mortgages, satisfy the documents listed in Section 6.13(b))Collateral and Guarantee Requirement, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting perfecting Liens required by the Collateral and Guarantee Requirement;
(CB) within sixty (x60) days after such formation or acquisition, cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing a joinder to the Intercompany Subordination Agreement substantially in the form of Annex I thereto with respect to the intercompany Indebtedness held by such Domestic Restricted Subsidiary Material Subsidiary;
(C) within sixty (60) days) after such formation or acquisition, take and required to be pledged pursuant to cause (i) the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted applicable Material Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests Requirement, (ii)(x) to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirementapplicable, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted applicable Material Subsidiary and (y) such applicable Material Subsidiary to the extent it is the direct or indirect parent of any CFC, Foreign Subsidiary Holding Company, Canadian Subsidiary or other Foreign Subsidiary, in each case, to take whatever action customary action(s) (including the recording of Mortgages, the filing of Uniform Commercial Code and/or PPSA financing statements (or equivalent forms) and delivery of stock and membership interest certificatescertificates to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected (subject to Liens permitted by Section 7.01) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiD) within thirty sixty (3060) days after the reasonable request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an opiniona customary Opinion of Counsel, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.11(1) as the Administrative Agent may reasonably request; and
request (iii) as promptly as practicable after with such opinion being consistent with the request therefor by the Administrative Agent, deliver Opinion of Counsel delivered to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x); provided that actions relating to Liens on real property are governed by Section 6.11(2) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in this Section 6.13(b) with respect to real property6.11(1).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Torrid Holdings Inc.), Term Loan Credit Agreement (Torrid Holdings Inc.)
Covenant to Guarantee Obligations and Give Security. At the Parent Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon (1) upon the formation formation, acquisition or acquisition designation (x) by any U.S. Loan Party of any existing or new direct or indirect wholly wholly-owned Material Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):) that is a Restricted Subsidiary (for the avoidance of doubt, including CCOH and its wholly-owned Restricted Subsidiaries which are Material Domestic Subsidiaries but not Excluded Subsidiaries upon CCOH becoming wholly-owned by the Loan Parties) or (y) by any U.S. Loan Party or Foreign Loan Party of any direct or indirect wholly-owned Material Foreign Subsidiary (other than an Excluded Subsidiary) that is a Restricted Subsidiary or (2) upon the designation by any Loan Party of any Unrestricted Subsidiary that is a direct or indirect wholly-owned Material Domestic Subsidiary or Material Foreign Subsidiary referred to in the foregoing clause (x) or (y) (other than an Excluded Subsidiary) as a Restricted Subsidiary in accordance with Section 6.14:
(i) within ninety (90) 45 days after such formation, acquisition or designation, or such longer period as the Administrative Agent may agree in writing in its discretion:
(A) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesa Guaranty (or supplement thereto) and (y) cause each such Restricted Subsidiary that is required to xxxxx x Xxxx on any Collateral pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages with respect to any Material Real Property, Guaranties, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral by, and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited subject to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) limitations and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date)exceptions of, in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xB) cause each such Domestic Restricted Subsidiary Loan Party that is required to become a Guarantor pledge any Equity Interests or intercompany note held by such Loan Party pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock or note powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documentstransfer, indorsed in blank to the Administrative Agent;; and
(DC) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance and to otherwise comply with their terms, except as such enforceability may be limited by Debtor Relief Laws the requirements of the Collateral and by general principles of equityGuarantee Requirement;
(ii) within thirty (30) days after the request therefor if reasonably requested by the Administrative Agent, within forty-five (45) days after such request, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiaryconstituting Collateral, any existing title reports, abstracts, surveys or environmental assessment reports, to the extent available and in the possession or control of the Parent Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Parent Borrower may elector one of its Subsidiaries, in its sole discretionwhere, despite the commercially reasonable efforts of the Parent Borrower to cause any Excluded Subsidiary to become a Guarantor, in which caseobtain such consent, such Excluded Subsidiary shall comply with this clause (a)consent cannot be obtained.
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) If after the Closing Date, concurrently with the Parent Borrower or any Restricted Subsidiary creates or acquires any License Subsidiary that is a Material Subsidiary, then the Parent Borrower shall, as soon as practicable (xand in any event within 45 days (as such date may be extended by the Administrative Agent in its discretion), designate such License Subsidiary as a Retained Existing Notes Indenture Unrestricted Subsidiary.
(c) If any Principal Properties Certificate required to be delivered hereunder demonstrates that the acquisition Principal Properties Collateral Amount does not exceed the Principal Properties Permitted Amount multiplied by 2.5, then the Parent Borrower shall cause, as soon as practicable (and in any event within 120 days (as such date may be extended in writing by the Administrative Agent in its discretion) after the date of delivery of such Principal Properties Certificate) Additional Principal Properties of the Parent Borrower or any material personal property U.S. Guarantor, as selected by any Loan Party or the Parent Borrower, having a Fair Market Value, as determined by the Parent Borrower (y) acting reasonably and in good faith), that would result in, after giving effect to grant of a Lien thereon, the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already aggregate Principal Properties Collateral Amount being at least 2.5 times the Principal Properties Permitted Amount, to be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, includingin each case to the extent required by, as applicableand subject to the limitations and exceptions of, the actions referred Collateral and Guarantee Requirement and to in Section 6.13(b) otherwise comply with respect to real propertythe requirements of the Collateral and Guarantee Requirement.
(cd) If after the Closing Date, the Loan Parties acquire any asset or group of assets with a Fair Market Value in excess of $25,000,000 (as determined by the Parent Borrower (acting reasonably and in good faith)) the Parent Borrower shall within 45 days following the end of the fiscal quarter in which such acquisition occurred make a determination (acting reasonably and in good faith) as to whether such asset or group of assets constitutes Non-Principal Property. If the Parent Borrower determines that such asset or group of assets constitutes Non-Principal Property, the Parent Borrower shall notify the Administrative Agent of such designation by delivery of an Additional Non-Principal Properties Certificate determining that such Non-Principal Property constitutes Additional Non-Principal Properties Collateral and, if requested by the Administrative Agent, the applicable Loan Party will cause such assets to be subjected to a Lien and Mortgage, if applicable, in favor of the Administrative Agent for the benefit of the Secured Parties, and will take, and cause the other applicable Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent as soon as commercially reasonable but in no event later than 75 days following the end of the quarter in which such acquisition occurred, unless extended by the Administrative Agent in writing in its discretion, to grant and perfect the Liens required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. Any designation made by the Parent Borrower in accordance with this paragraph (d) shall be conclusive in the absence of manifest error.
(e) If (i) the Parent Borrower or any other Loan Party Disposes of any Non-Principal Properties Collateral with a Fair Market Value in excess of $25,000,000 as determined by the Parent Borrower (acting reasonably and in good faith), and (ii) the Parent Borrower does not give written notice to the Administrative Agent of its intent to reinvest, in accordance with Section 2.05(b)(ii)(B), the Net Cash Proceeds received from such Disposition in Additional Non-Principal Properties Collateral that will be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties (in which case the Parent Borrower shall take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement), then, as soon as practicable (in the reasonable judgment of the Parent Borrower) the Parent Borrower shall use commercially reasonable efforts to (x) designate Additional Non-Principal Properties Collateral having an equal or greater Fair Market Value, as determined by the Parent Borrower (acting reasonably and in good faith), than the Fair Market Value of such Disposed Collateral and (y) cause such Additional Non-Principal Properties to be subject to a Lien and Mortgage if applicable, in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.
(f) No later than 60 days after the satisfaction of the Existing Notes Condition (unless extended by the Administrative Agent in writing in its discretion), the Parent Borrower shall, in each case at the Parent Borrower’s expense, cause the assets of each Borrower and each Subsidiary Guarantor to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement (it being understood and agreed that any Existing Notes that, unless the Existing Notes Condition has been satisfied pursuant to clause (ii) of the definition thereof, shall then be outstanding shall be permitted to be equally and ratably secured by such assets under this clause (f) to the extent required by the term of the Retained Existing Notes Indenture).
(g) Not later than 60 days after the acquisition by any Foreign Loan Party of any real or personal property with a Fair Market Value in excess of $25,000,000 as determined by the Parent Borrower (acting reasonably and in good faith) that is required to be provided as Collateral pursuant to the definition of “Collateral and Guarantee Requirement,” which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.
(h) Notwithstanding anything to the foregoingcontrary in this Agreement, the Parent Borrower shall not be required to (i) deliver any Mortgages or related documentation prior to the date that is three months 120 days after the Closing Date, or such later date as which may be extended by the Administrative Agent in its sole discretion, or (ii) take any action or deliver any document set forth on Schedule 6.11(h) before the time limit set forth on such Schedule with respect to such action or document, any such time limit which may agreebe extended by the Administrative Agent acting in its sole discretion.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Communications Inc), Credit Agreement (C C Media Holdings Inc)
Covenant to Guarantee Obligations and Give Security. At the Parent Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Material Domestic Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Party, the designation in accordance with Section 6.14 of any existing direct or indirect wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by or any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect Subsidiary becoming a wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary):
(i) within ninety sixty (9060) days (or such greater number of days specified below) after such formation, acquisition or designationdesignation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor under pursuant to the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Material Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) within sixty (60) days (or within ninety (90) days in the case of documents listed in Section 6.13(b)) after such formation, acquisition or designation, cause (x) each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent MortgagesAgent, Mortgages with respect to any Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct Documents or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreement, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement (and the parent of each such Material Domestic Subsidiary that is a Guarantor) to deliver any and all certificates representing Equity Interests (to the extent certificated) that and intercompany notes (to the extent certificated) that, in each case, are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Material Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Agent; and
(D) within sixty (60) days (or within ninety (90) days in the case of documents listed in Section 6.13(b)) after such formation, acquisition or designation, take and (y) cause each direct or indirect parent of such the applicable Material Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any (and all certificates representing the outstanding Equity Interests (to the extent certificated) parent of each such Material Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(Dis a Guarantor) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be required pursuant to the terms of the Collateral Documents or as necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected (to the extent required by the Collateral Documents) Liens to the extent required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty sixty (3060) days (or within ninety (90) days in the case of documents listed in Section 6.13(b)) after the reasonable request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with within ninety (x90) days (or such longer period as the acquisition of any material personal property by any Loan Party or (yAdministrative Agent may agree in its sole discretion) the after acquisition of any Material Real Property by any Loan Party other than Holdings, and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Parent Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will takewill, or cause the relevant Loan Party to, duly execute and deliver Mortgages with respect to takesuch Material Real Property, such actions as shall be necessary or reasonably requested by including the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to documents listed in Section 6.13(b) with respect to real property).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Par Pharmacuetical, Inc.), Credit Agreement (Par Pharmacuetical, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:including (but subject to any limitations set forth in the Collateral and Guarantee Requirement):
(a) Upon following the formation or acquisition of any new direct or indirect wholly owned Subsidiary that is a Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or upon any Subsidiary ceasing to be an Excluded Subsidiary, to the designation in accordance with Section 6.15 of any existing direct extent such Subsidiary is (or indirect wholly owned will become) a Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
(i) in the case of any such Domestic Subsidiary that is required (or has elected) to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement, within ninety sixty (9060) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Guaranty Supplements, Mortgages with respect to the owned real properties which are identified to the Administrative Agent pursuant to Section 5.11(a)(i)(A) and have a Fair Market Value in excess of $10,000,000, Security Agreement Supplements, Intellectual Property Security Agreements a counterpart of the Intercompany Subordination Agreement, a counterpart of any Applicable Intercreditor Agreement and other guarantees, security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)subsection (f) of the definition of “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent consistent, where applicable, with the Mortgages, Security Agreement, Intellectual Property Security Agreements Guaranty and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required (or has elected) to be a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as are reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent consistent, where applicable, with the Security Agreements Agreement and other Collateral Documents as in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required (or has elected) to be a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements or recordations and delivery of stock and membership interest certificates) that may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and or by general principles of equity;,
(ii) within thirty (30) days after the request therefor if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a5.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reportsreports with respect to each parcel of real property that is owned by such Restricted Subsidiary and has a Fair Market Value in excess of $10,000,000, to the extent available and in the possession or control of the Borrower; provided that the Administrative Agent may in its reasonable discretion accept any such existing report or survey to the extent prepared as of a date reasonably satisfactory to the Administrative Agent; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than a Loan Party or one of their Subsidiaries, where, despite the commercially reasonable efforts of the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which caseobtain such consent, such Excluded Subsidiary shall comply with this clause (a)consent cannot be obtained.
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after After the Closing Date, concurrently with promptly following (x) the acquisition of any material personal property by any Loan Party or Party, (y) the acquisition of any Material Real Property owned real property by any Loan Party and with a Fair Market Value in excess of $10,000,000 or (z) the Fair Market Value of a real property owned by any Loan Party exceeding $10,000,000, if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bsubsection (f) of the Collateral and Guarantee Requirement with respect to real property.
(c) Notwithstanding the foregoingIf, the Borrower shall not be required to deliver at any Mortgages or related documentation prior to the date that is three months time after the Closing Date, any Restricted Subsidiary becomes an obligee or obligor of any intercompany Indebtedness, then the Borrower shall cause such later date as Restricted Subsidiary to authorize, execute and deliver a counterpart of the Administrative Agent may agreeIntercompany Subordination Agreement.
Appears in 2 contracts
Samples: Abl Credit Agreement (Mattress Firm Group Inc.), Abl Credit Agreement (Mattress Firm Group Inc.)
Covenant to Guarantee Obligations and Give Security. At From and after the Closing Date, subject to Section 6.13, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Wholly-Owned Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary, or any Immaterial Subsidiary (other than becoming a Material Subsidiary or any Excluded Subsidiary otherwise ceasing to be an Excluded Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designation:occurrence or such longer period as the Administrative Agent may agree in its reasonable discretion (but not prior to the Closing Date):
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)), to the extent required by the Collateral and Guarantee Requirement, the SecurityCollateral Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or at law); and
(iiiii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property (other than leasehold interests and other than any Material Real Property subject to a Lien permitted pursuant to Section 7.01(i) or (o)) by any Loan Party and (or promptly after the date that any Material Real Property of any Loan Party is no longer subject to a Lien permitted pursuant to Section 7.01(i) or (o)), if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
and shall, within sixty (c60) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months days after the Closing Date, request therefor by the Administrative Agent or the Collateral Agent (or such later date longer period as the Administrative Agent may agreeagree in its sole discretion), deliver to the Administrative Agent and the Collateral Agent a signed copy of an opinion of local counsel for such Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in the jurisdiction of such Material Real Property, addressed to the Administrative Agent and the Collateral Agent and the other Secured Parties and reasonably acceptable to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (CEB Inc.), Credit Agreement (CEB Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a1) Upon (x) upon (i) the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Material Specified Jurisdiction Subsidiary (in each case, other than an Unrestricted Subsidiary or an any Excluded Subsidiary), (ii) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Material Specified Jurisdiction Subsidiary (other than any Excluded Subsidiary) as a Restricted Subsidiary, (iii) any Subsidiary (other than any Excluded Subsidiary) becoming a wholly owned Material Specified Jurisdiction Subsidiary or (iv) a Restricted Subsidiary ceasing to be an Excluded Subsidiary; (y) upon the acquisition of any material assets by Holdings, the Borrower or any Subsidiary Guarantor; or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any material assets other than Excluded Assets held by such Subsidiary (in each case, other than assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof, without limitation of the obligations to perfect such Lien):
(ia) within ninety (90) the applicable number of days specified below after such formation, acquisition or designation:
(A) designation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion, cause each such Domestic Restricted Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to furnish to execute the Guaranty (or a joinder thereto) and other documentation the Administrative Agent a description may reasonably request from time to time in order to carry out more effectively the purposes of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to Guaranty and the Administrative Agent;Collateral Documents,
(Bb) within sixty (60) days (or within one hundred and twenty (120) days in the case of documents listed in Section 6.12(2)(b)) after such formation, acquisition or designation, cause (x) each such Domestic Restricted Subsidiary that is required to or does become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent Mortgagesitems listed in Section 6.12(2)(b), mutatis mutandis, including supplements to the Security Agreement SupplementsAgreements, a counterpart signature page to the Intercompany Note, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)if applicable), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Security AgreementAgreements, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing DateDate as amended and in effect from time to time), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting perfecting Liens required by the Collateral and Guarantee Requirement;
(Cc) within sixty (x60) days after such formation, acquisition or designation, cause each such Domestic Restricted Subsidiary that is required to or does become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing and, if applicable, a joinder to the Intercompany Note substantially in the form of Annex I thereto with respect to the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents;
(d) within sixty (60) days (or within one hundred and fifty (150) days in the case of documents listed in Section 6.12(2)(b)) after such formation, indorsed in blank to acquisition or designation, take and cause (i) the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted applicable Subsidiary that is required to be or does become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (ii) to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirementapplicable, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary applicable Subsidiary, in each case, to take whatever action customary action(s) (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected (subject to Liens permitted by Section 7.01) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iie) within thirty sixty (3060) days (or one hundred and fifty (150) days in the case of documents described in Section 6.12(2)(b)) after the reasonable request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an opiniona customary Opinion of Counsel, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.12(1) as the Administrative Agent may reasonably request; and
(iiif) as promptly as practicable within sixty (60) days after the request therefor acquisition by any UK Holding Company of any Equity Interests of a U.S. Loan Party, if such UK Holding Company is not already a party to the Administrative AgentU.S. Security Agreement, such UK Holding Company shall execute and deliver to the Administrative Collateral Agent with respect a joinder to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiarythe U.S. Security Agreement, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may electand take all actions, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply each case consistent with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Collateral Agent to grant perfect the security of the Collateral Agent in respect of such Equity Interests of such U.S. Loan Party. provided that actions relating to Liens on real property are governed by Section 6.12(2) and perfect or record such Lien, including, as applicable, the actions referred to in not this Section 6.13(b) with respect to real property6.12(1).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Cushman & Wakefield PLC), Credit Agreement (Cushman & Wakefield PLC)
Covenant to Guarantee Obligations and Give Security. (a) At the Borrower’s expense, promptly take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:.
(b) Without limitation of the foregoing paragraph (a) Upon ), upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.14(a) of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)::
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned or leased by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Pledge Agreement Supplements, Intellectual Property Security Agreements, Control Agreements and a counterpart of the Intercompany Note and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions necessary in order to create a first-priority perfected security agreements interest (subject only to Permitted Liens) in all of its assets that are required to be pledged pursuant to the Collateral and documents Guarantee Requirement (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (to the extent applicable due to similar jurisdiction and/or type of property, consistent with the Mortgages, Security Agreement, Pledge Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and Pledge Agreement Supplements and to execute, deliver, file and record any such other security documents, statements, assignments, instruments, agreements or other papers and take all other actions (with the priority required by the Collateral Documents) as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (to the extent applicable due to similar jurisdiction and/or type of property, consistent with the Security Agreements Agreement and Pledge Agreement in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) subject to the receipt of any approvals required under applicable Gaming Laws, (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, Documents indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and statements, (subject to applicable Gaming Laws) delivery of stock and membership interest certificatescertificates and delivery of promissory notes duly endorsed in favor of the Administrative Agent (if any such Investment is by way of loan or advance)) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(E) cause each such Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Guaranty Supplement or a new guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Obligations; and
(F) cause each such Restricted Subsidiary to deliver to the Administrative Agent such documents and certificates as would have been required pursuant to Sections 4.01(a)(iii) and (v) had such Subsidiary been a Restricted Subsidiary on the Closing Date;
(ii) within thirty (30) days after the request therefor by the Administrative AgentAgent or such longer period as the Administrative Agent may agree in its discretion, deliver to the Administrative Agent a signed copy of an 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 such matters of law set forth in this Section 6.11(a6.11(b) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, required to be subject to a Lien for the benefit of the Lenders pursuant to the Collateral and Guarantee Requirement any existing title reports, surveys or environmental assessment reports; provided, however, that .
(c) Without limitation of the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause foregoing paragraph (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by the Borrower or any Loan Party or Restricted Subsidiary, (y) the acquisition of any Material owned Real Property by the Borrower or any Loan Party Restricted Subsidiary that is either (i) contiguous to any Mortgaged Property and the Administrative Agent reasonably determines that the value of the applicable Mortgaged Property is materially increased by encumbering such contiguous property and such material increase in value outweighs the costs and expenses associated with encumbering such contiguous property or (ii) has a Fair Market Value in excess of $1,000,000 or (z) the entering into, or renewal, by the Borrower or any Restricted Subsidiary of a material ground lease in respect of Real Property, if such personal property or Material property, owned Real Property or lease shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall and, within thirty (30) days of such acquisition, or entry into or renewal of such ground lease, cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyReal Property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary Wholly-Owned Subsidiary, including as a result of a Delaware division, (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary, any Excluded Subsidiary (other than ceasing to be an Excluded SubsidiarySubsidiary or any Restricted Subsidiary that is not a Loan Party merging or amalgamating with a Loan Party in accordance with the proviso in Section 7.04(a):
(i) within ninety sixty (9060) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under pursuant to the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties that are not Excluded Property owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)paragraph (f) of the definition of “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and intellectual property security agreements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected first priority Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiE) within thirty (30) days after to the request therefor extent reasonably requested by the Administrative Agent, deliver cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to the Administrative Agent a signed copy of an opinion, addressed Collateral and Guarantee Requirements to the Administrative Agent deliver customary board resolutions and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably requestofficers certificates; and
(iiiii) as promptly as practicable after the request therefor by the Administrative AgentCollateral Agent and to the extent in the Borrower’s possession, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior reports to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01Aextent reasonably available; and
(iia) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property that is not Excluded Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected first priority Lien (subject to Permitted Liens) under the Collateral Documents pursuant to the Collateral and Guarantee RequirementRequirement and is required to be, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bparagraph (f) with respect to real property.
of the definition of “Collateral and Guarantee Requirement” and shall, within ninety (c90) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months days after the Closing Date, request therefor by the Administrative Agent or the Collateral Agent (or such later date longer period as the Administrative Agent may agreeagree in its reasonable discretion), deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such opinion shall be in form and substance reasonably acceptable to the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (KORE Group Holdings, Inc.), Credit Agreement (King Pubco, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) (x) Upon (A) the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly-Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, (B) the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary, (C) any Excluded Subsidiary (other than ceasing to be an Excluded Subsidiary):
Subsidiary or (iD) the designation by the Parent Borrower, at its election, of any Excluded Subsidiary as a Subsidiary Guarantor, the Parent Borrower shall cause such Person to become, at its election, either a Subsidiary Guarantor or a Subsidiary Borrower (each such Person, an “Additional Loan Party”); provided that the Parent Borrower may elect in its discretion to cause any Additional Loan Party to become a Subsidiary Guarantor or a Subsidiary Borrower, subject to the other limitations set forth in this Section 6.10, and comply with the requirements in this Section 6.10(a) and (y) upon any Restricted Subsidiary that is not a Loan Party merging or amalgamating with a Loan Party in accordance with the proviso in Section 7.04(a), the Parent Borrower shall cause such Loan Party to comply with the requirements in this Section 6.10(a) applicable to Additional Loan Parties, in the case of clauses (x) and (y), within ninety sixty (9060) days after such formation, acquisition acquisition, designation or designationoccurrence or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion:
(Ai) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement Additional Loan Party to furnish to the Administrative Agent a description of the Material Real Properties that are not Excluded Property owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(Bii) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement Additional Loan Party to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)paragraph (f) of the definition of “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents in effect on the Closing Date)Date or required, in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount as of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax Closing Date to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and delivered in form and substance reasonably satisfactory to the Administrative Agent (consistent accordance with the Security Agreements in effect on the Closing DateSection 6.12), in each case granting Liens required by the Collateral and Guarantee Requirement;
(Ciii) (x) subject to the ABL Intercreditor Agreement, cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement Additional Loan Party to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(Div) take and cause such Domestic Restricted Subsidiary Additional Loan Party and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and intellectual property security agreements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee RequirementRequirement with the Lien priority permitted under the Loan Documents, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiv) within thirty (30) days after to the request therefor extent reasonably requested by the Administrative Agent, cause each such Restricted Subsidiary to deliver customary board resolutions and officers certificates. Notwithstanding the foregoing, (i) no Person other than a Domestic Subsidiary that is a Restricted Subsidiary may be designated as a Subsidiary Borrower, (ii) the Borrower may designate an existing Subsidiary Guarantor that is a Domestic Subsidiary as a Subsidiary Borrower, which will become effective upon (a) the satisfaction of the requirements in clause (iv) of this paragraph and (b) such Person executing a joinder to this Agreement to become a “Subsidiary Borrower” hereunder, (iii) solely in the case of any such designation of a non-U.S. Excluded Subsidiary as a Subsidiary Guarantor (each, a “Non-U.S. Discretionary Guarantor”), the consent of the Administrative Agent a signed copy shall be required prior to the addition of an opinionany Non-U.S. Discretionary Guarantor, addressed such consent not to be unreasonably withheld, delayed or conditioned (it being understood that such consent may be withheld if the Administrative Agent reasonably determines that such Non-U.S. Discretionary Guarantor is organized under the laws of a jurisdiction (x) where the amount and enforceability of the contemplated guarantee that may be entered into by a Person organized in the relevant jurisdiction is materially and adversely limited by applicable law or contractual limitations, (y) where the security interests (and the other Secured Partiesenforceability thereof) that may be granted with respect to assets (or various classes of assets) located in the relevant jurisdiction are materially and adversely limited by applicable law or (z) that is not a member of the Organization for Economic Cooperation and Development or is the target of any Sanctions; provided, of counsel that no such consent shall be required for the addition of any Additional Loan Parties reasonably acceptable to Party organized under the laws of the United States, Canada, the United Kingdom, Ireland, the Netherlands and Luxembourg as a Subsidiary Guarantor) and (iv) in the case of clauses (ii) and (iii) immediately above, the Administrative Agent as shall have received at least two Business Days prior to such matters set forth Domestic Subsidiary becoming a Subsidiary Borrower or such Non-U.S. Discretionary Guarantor becoming a Subsidiary Guarantor, as applicable, all documentation and other information in this Section 6.11(a) respect of such Non-U.S. Discretionary Guarantor as has been reasonably requested by the Administrative Agent may reasonably request; in writing that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act (and
(iii) as promptly as practicable after the , upon any request therefor made by a Lender to the Administrative Agent, deliver to the Administrative Agent will provide the Lenders with respect all such information made available to each parcel it in accordance with, and subject to, the provisions of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (aAgreement).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) Upon the acquisition of any Material Real Property after the Closing Date that is not Excluded Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien with the requisite priority (subject to Permitted Liens) under the Collateral Documents pursuant to the Collateral and Guarantee RequirementRequirement and is required to be, give notice thereof to the Parent Borrower shall within ninety (90) days after such the acquisition of such Material Real Property (or such longer period as the Administrative Agent may agree in its reasonable discretion) provide the Administrative Agent written notice thereof, and promptly thereafter shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement”; provided that the Parent Borrower shall provide written notice to the Secured Parties that such Material Real Property shall become subject to a Lien at least 45 days prior to the granting of the Lien over such Material Real Property. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from a Lien over real property pursuant to any Law of the United States or any State thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such Lien to the extent of such illegality; provided that, (x) such determination or disclaimer shall not invalidate or render unenforceable such Lien for the benefit of any other Secured Party and (y) if any such determination or disclaimer shall reduce any recovery, or deemed amount of recovery, from any such Lien, then notwithstanding any sharing of payment or similar provision of this Agreement to the contrary, including any provision of Section 6.13(b) 2.13 and/or Section 8.04, such reduction shall be borne solely by the Lender or Lenders making such determination or disclaimer. As promptly as practicable after the request therefor by the Collateral Agent and to the extent in the Borrowers’ possession, the Borrowers agree to deliver to the Collateral Agent with respect to real property.
(c) Notwithstanding the foregoingeach Material Real Property that is not Excluded Property, the Borrower shall not be required to deliver any Mortgages existing title reports, title insurance policies and surveys or related documentation prior environmental assessment reports to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agreeextent reasonably available.
Appears in 2 contracts
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.), Abl Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement (subject to the limitations set forth therein and in the Collateral Documents) continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Wholly-Owned Domestic Restricted Subsidiary, Wholly-Owned Israeli Subsidiary or Wholly-Owned Guernsey Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Wholly-Owned Domestic Subsidiary or Wholly-Owned Israeli Subsidiary as a Restricted Subsidiary, or any Wholly-Owned Restricted Subsidiary (other than ceasing to be an Excluded Subsidiary)::
(i) within ninety forty-five (9045) days after the end of such fiscal quarter in which such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty, Mortgages, pledges, assignments, the applicable Security Agreement Supplements, applicable Intellectual Property Security Agreements Agreement Supplements, a supplement to the perfection certificate and other security agreements and documents or joinders or supplements thereto (including, without limitation, with respect to Mortgages, the documents listed in Section 6.13(b6.12(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, the applicable Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by to guaranty the Collateral Obligations and Guarantee Requirement (provided that, if a mortgage tax will be owed on grant and perfect the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (other than Excluded Equity Interests and only to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local Law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documentsand Guarantee Requirement (including the execution of the Subordinated Intercompany Note), indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock share and membership interest certificatescertificates or promissory notes, if any) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(iiE) within thirty (30) days after deliver to the request therefor by Collateral Agent with respect to each Material Real Property, upon the Administrative Agent’s reasonable request, including, without limitation, the documents listed in Section 6.12(b);
(F) with respect to the Israeli Collateral Documents, promptly upon receipt of pledge registration certificates, deliver to the Administrative Collateral Agent an original of such certificate together with a signed copy of an opinion, addressed extract from the relevant registry evidencing the registration of any such Israeli Collateral Document; and
(G) to the Administrative extent a Guarantee and/or perfected Lien is required from (or in respect of) a Subsidiary pursuant to clauses (b) to (d) above, deliver to the Collateral Agent and the other Secured Parties, such legal opinions (including opinions of local counsel for the Loan Parties reasonably acceptable to or, if customary in the relevant jurisdiction, counsel for the Administrative Agent as to such matters set forth in this Section 6.11(aAgent) and other documents as the Administrative Collateral Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by any such Domestic Restricted SubsidiaryGuarantee or Collateral Document. If any Lender determines, any existing title reports, surveys or environmental assessment reports; provided, howeveracting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from a Lien over real property pursuant to any Law of the Borrower may elect, in its sole discretion, to cause United States or any Excluded Subsidiary to become a Guarantor, in which caseState thereof, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to Lender may notify the Administrative Agent and promptly thereafter shall cause disclaim any benefit of such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, of such illegality; provided that such determination or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower disclaimer shall not be required to deliver invalidate or render unenforceable such Lien for the benefit of any Mortgages other Lender or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agreeSecured Party.
Appears in 2 contracts
Samples: Credit Agreement (Candela Medical, Inc.), Credit Agreement (Candela Medical, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by (a) Notify the Administrative Agent to ensure at the time that any Person becomes a Subsidiary after the Collateral and Guarantee Requirement continues to be satisfieddate of this Agreement, including:
(a) Upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):and
(i) within ninety (90) 30 days after such formationPerson becomes a Subsidiary, acquisition cause such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty or designation:
such other document as the Administrative Agent shall deem appropriate for such purpose; provided, however, that (A) cause each such Domestic Restricted Subsidiary that is a Controlled Foreign Corporation shall not be required to become a Guarantor under for so long as the Collateral Code would impose adverse Tax consequences for such Guarantee, and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted a Person that becomes a Subsidiary that is after the Closing Date shall not be required to become be a Guarantor pursuant for so long as such Subsidiary is an Excluded Subsidiary,
(ii) within 30 days after such Person becomes a Subsidiary (other than with respect to the Collateral and Guarantee Requirement to duly an Excluded Subsidiary), execute and deliver to the Administrative Agent Mortgagesa Security Agreement, Security Agreement Supplementsdeeds of trust or mortgages covering any real property on which a Lien is required pursuant to this Section 6.12, Intellectual Property Security Agreements and such financing statements and other security agreements documents and documents instruments related thereto as the Administrative Agent may require in order to perfect such Liens, and
(including, iii) within 30 days after such Person becomes a Subsidiary (other than with respect to Mortgagesan Excluded Subsidiary), deliver to the Administrative Agent such documents of the types referred to in Sections 4.01(a)(iv) and (a)(v) and such opinions (including opinions as to the legality, validity, binding effect and enforceability of such documentation) of the general counsel of the Borrower (and to the extent applicable, local counsel if such Subsidiary is a Foreign Subsidiary or if real property Collateral is involved) as the Administrative Agent requires, all in form, content and scope reasonably satisfactory to the Administrative Agent.
(b) Cause (i) all present and future Equity Interests in the Borrower and each of the present and future Subsidiaries of the Parent and the Borrower (other than Equity Interests in the Inactive Subsidiaries for so long as the Inactive Subsidiaries remain in the process of dissolution), and (ii) all material real property and personal property and assets of the Parent, the documents listed Borrower, and each of the other Loan Parties to be subject at all times to perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of Collateral Documents as the Administrative Agent shall reasonably request; provided, however, (A) Liens shall not be required on Equity Interests of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of Equity Interests of such Controlled Foreign Corporation entitled to vote for so long as the Code would impose adverse Tax consequences to a pledge in excess of such amount; (B) with respect to real property, mortgages, surveys and title policies will be required only on the New Jersey Headquarters, the Elk Grove Facility and the Oregon Tank Farm and any other real property having a book value in excess of $5,000,000; (C) with respect to owned fleet assets (trucks, rail cars and similar collateral for which perfection of Liens would require taking possession of, or noting liens on, certificates of title), Liens on such assets need not be perfected for so long as the aggregate book value of such assets is less than $70,000,000, and if the aggregate book value of such assets equals or exceeds such amount, such Liens shall be perfected; (D) with respect to deposit accounts, commodity accounts and securities accounts with less than an aggregate amount of $5,000,000 with respect to each such category of accounts, control agreements shall not be required for such accounts; (E) Liens on commercial tort claims having a value, or involving asserted claims, of $2,000,000 or less per commercial tort claim (or up to a maximum of $6,000,000 in the aggregate for all such commercial tort claims) need not be perfected; (F) Liens on letter-of-credit rights with respect to letters of credit having a face amount of $2,000,000 or less per letter of credit (or up to a maximum of $6,000,000 in the aggregate for all such letters of credit) need not be perfected; and (G) Liens shall not be required on accounts receivable of an ESCO participating in a Consolidating Billing Program to the extent that such accounts receivable are subject to sale by such ESCO to the utility provider participating with such ESCO in such Consolidated Billing Program.
(c) In furtherance of the foregoing provisions of this Section 6.13(b6.12, in connection with (i) property of a Loan Party owned on the Closing Date for which a Lien on such property is not required by Section 6.12(b) prior to the Closing Date (other than accounts receivable of an ESCO referred to in the last proviso to Section 6.12(b)), and (ii) property that becomes property owned by a Loan Party after the Closing Date for which a Lien on such property is required by Section 6.12(b), the Parent and the Borrower shall deliver and shall cause each applicable Loan Party to deliver (A) such documentation as the Administrative Agent may reasonably deem necessary or desirable (regardless of whether or not similar documentation was deemed by the Administrative Agent to have been reasonably necessary or desirable in prior dealings with the Loan Parties or in prior transactions) in order to create and perfect and obtain the full benefits of such Lien, including mortgages, deeds of trust, security agreements, UCC-1 financing statements, surveys, real estate title insurance policies, landlord’s waivers, certified resolutions and other organizational and authorizing documents of the grantor of liens, favorable opinions of the general counsel of the Borrower (and to the extent applicable, local counsel if such Subsidiary is a Foreign Subsidiary or if real property Collateral is involved) (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 4.01, all in form, content and scope reasonably satisfactory to the Administrative Agent, and (B) such other documentation as the Administrative Agent or the Required Lenders may reasonably deem necessary or desirable (regardless of whether or not similar documentation was deemed by the Administrative Agent to have been reasonably necessary or desirable in prior dealings with the Loan Parties or in prior transactions) in order to create and perfect and obtain the full benefits of such Lien, including an Environmental Assessment pursuant to Section 6.14(a)(iv) and appraisals.
(d) Use its commercially reasonable efforts (without the obligation to pay money) to deliver landlord waivers, access agreements and other third party consents and agreements requested by and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, with respect to Collateral located at any facility, pipeline or location where inventory of a Loan Party is located, if the volume of product located there is 500,000 gallons or more (consistent or if inventory is of a type not measured by gallons in an equivalent amount) other than any facility, pipeline or location for which the Borrower made efforts and was unable to obtain a third party agreement in connection with the MortgagesOriginal Credit Agreement (including, Security Agreementwithout limitation, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required underground storage facility leased by the Collateral and Guarantee Requirement (provided thatBorrower in Xxxxxx, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing DateSouth Carolina), in each case granting Liens required by the Collateral and Guarantee Requirement;.
(Ce) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to In the Collateral case of assets or properties, this Agreement and Guarantee Requirement to deliver any the other Loan Documents shall not require the creation or perfection of Liens in particular properties or assets if and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirementfor so long as, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion judgment of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver the cost of creating or perfecting such Liens in such property shall be excessive in view of the benefits to be obtained by the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(aLenders therefrom.
(f) as the The Administrative Agent may reasonably request; and
(iii) as promptly as practicable after grant extensions of time for the request therefor creation and perfection of Liens in particular assets or property where it determines, in consultation with the Borrower, that such action cannot be accomplished without undue effort or expense by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys time or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in times at which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already it would otherwise be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by this Agreement or the Collateral and Guarantee Requirement and will take, or cause the relevant other Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyDocuments.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by (a) Notify the Administrative Agent to ensure within five Business Days of the date that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as Person becomes a Restricted Subsidiary of Borrower and promptly thereafter (other than an Excluded Subsidiary):and in any event within ten Business Days following such date, except for any delay occasioned by any required Gaming Approvals) cause such Person to:
(i) within ninety (90) days after such formation, acquisition or designation:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesa joinder to the Subsidiary Guaranty; and
(ii) deliver to the Collateral Agent any Collateral Documents and certificates of the types referred to in Section 4.01(a) and opinions of counsel to such Person (which shall cover, Security Agreement Supplements, Intellectual Property Security Agreements and among other security agreements and documents (including, with respect to Mortgagesthings, the documents listed legality, validity, binding effect and enforceability of the documentation referred to in Section 6.13(b)this Section), as reasonably requested by all in form, content and in form and substance scope reasonably satisfactory to the Administrative Agent (consistent with Agent, provided that Borrower or the Mortgagesapplicable Restricted Subsidiary shall not be required to pledge its Equity Interests in any gaming licensee which is a Restricted Subsidiary, Security Agreementto deliver the certificates evidencing such Equity Interests, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date)or to agree not to pledge such Equity Interests to others, in each case granting Liens required by until they have obtained all Gaming Approvals thereto (which Borrower agrees to obtain, or cause the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic applicable Restricted Subsidiary to take whatever action (including the recording of Mortgagesobtain, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (apromptly).
(b) The Borrower shallNotify the Administrative Agent within five Business Days of the date that any Loan Party obtains any property which is not subject to a perfected Lien in favor of the Collateral Agent and promptly thereafter (and in any event within ten Business Days following such date) cause the Loan Party owning such property to:
(i) obtain the security interests and Senior Guarantees set forth deliver Collateral Documents granting Liens on Schedule 1.01A on or prior such property to the dates corresponding Collateral Agent in form and substance acceptable to such security interests and Senior Guarantees set forth on Schedule 1.01A; andthe Administrative Agent
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof deliver to the Administrative Agent documents and promptly thereafter shall cause such assets to be subjected to a Lien to certificates of the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions types referred to in Section 6.13(bSections 4.01(a) with respect and opinions of counsel to real propertysuch Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this Section), all in form, content and scope reasonably satisfactory to the Administrative Agent.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as Notify the Administrative Agent may agreeof each deposit, brokerage or other similar account opened by any of the Loan Parties, and refrain from depositing money or property therein unless (except in the case of “cage cash,” international marketing, payroll and zero balance accounts) such account is subject to a Control Agreement in favor of the Collateral Agent.
Appears in 2 contracts
Samples: Credit Agreement (CityCenter Holdings, LLC), Credit Agreement (CityCenter Holdings, LLC)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by (a) Notify the Administrative Agent to ensure at the time that any Person becomes a Subsidiary after the Collateral and Guarantee Requirement continues to be satisfieddate of this Agreement, including:
(a) Upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):and
(i) within ninety (90) 30 days after such formationPerson becomes a Subsidiary, acquisition cause such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty or designation:
(A) cause each such Domestic Restricted Subsidiary other document as the Administrative Agent shall deem appropriate for such purpose; provided, however, that is a Controlled Foreign Corporation shall not be required to become a Guarantor under for so long as the Collateral and Guarantee Requirement to furnish to the Administrative Agent Internal Revenue Code would impose adverse Tax consequences for such Guarantee,
(ii) within 30 days after such Person becomes a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesa Security Agreement, Security Agreement Supplementsdeeds of trust or mortgages covering any real property on which a Lien is required pursuant to this Section 6.12, Intellectual Property Security Agreements and such financing statements and other security agreements documents and instruments related thereto as the Administrative Agent may require in order to perfect such Liens, and
(iii) within 30 days after such Person becomes a Subsidiary, deliver to the Administrative Agent such documents of the types referred to in Sections 4.01(a)(iv) and (includinga)(v) and such opinions (including opinions as to the legality, validity, binding effect and enforceability of such documentation) of the general counsel of the Borrower (and to the extent applicable, local counsel if such Subsidiary is a Foreign Subsidiary or if real property Collateral is involved) as the Administrative Agent requires, all in form, content and scope reasonably satisfactory to the Administrative Agent.
(b) Cause (i) all present and future Equity Interests in the Borrower and each of the present and future Subsidiaries of the Parent and the Borrower (other than the 10% ownership interest in Suburban Plumbing New Jersey LLC that is shown on Schedule 5.13 as being owned by an individual and the Equity Interests in the Inactive Subsidiaries for so long as the Inactive Subsidiaries remain the process of dissolution), and (ii) all material real property and personal property and assets of the Parent, the Borrower, and each of the present and future Subsidiaries of the Parent and the Borrower (other than the Agway Subsidiaries and the Inactive Subsidiaries) to be subject at all times to perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of Collateral Documents as the Administrative Agent shall reasonably request; provided, however, Liens shall not be required on Equity Interests of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of Equity Interests of such Controlled Foreign Corporation entitled to vote for so long as the Internal Revenue Code would impose adverse Tax consequences to a pledge in excess of such amount; and provided further that with respect to Mortgagesreal property, mortgages, surveys and title policies will be required only on the New Jersey Headquarters, the documents listed Elk Grove Facility and the Oregon Tank Farm and any other real property having a book value in Section 6.13(b)excess of $5,000,000; and provided further that with respect to fleet assets (trucks, rail cars and similar collateral for which perfection of liens would require taking possession of, or noting liens on, certificates of title), liens on such assets need not be perfected for so long as the aggregate book value of such assets is less than $20,000,000, and if the aggregate book value of such assets equals or exceeds such amount, such liens shall be perfected.
(c) In furtherance of the foregoing provisions of this Section 6.12, in connection with (i) property of a Loan Party owned on the Closing Date for which a Lien on such property is not required by Section 6.12(b) prior to the Closing Date, and (ii) property that becomes property owned by a Loan Party after the Closing Date for which a Lien on such property is required by Section 6.12(b), the Parent and the Borrower shall deliver and shall cause each applicable Loan Party to deliver (A) such documentation as the Administrative Agent may reasonably deem necessary or desirable in order to create and perfect and obtain the full benefits of such Lien, including mortgages, deeds of trust, security agreements, UCC-1 financing statements, surveys, real estate title insurance policies, landlord’s waivers, certified resolutions and other organizational and authorizing documents of the grantor of liens, favorable opinions of the general counsel of the Borrower (and to the extent applicable, local counsel if such Subsidiary is a Foreign Subsidiary or if real property Collateral is involved) (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 4.01, all in form, content and scope reasonably satisfactory to the Administrative Agent, and (B) such other documentation as the Required Lenders may reasonably deem necessary or desirable in order to create and perfect and obtain the full benefits of such Lien, including environmental reports and appraisals.
(d) Use its best efforts (without the obligation to pay money) to deliver landlord waivers, access agreements and other third party consents and agreements requested by and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent (consistent Agent, with respect to Collateral located at the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required underground storage facility leased by the Collateral Borrower in Xxxxxx, South Carolina, and Guarantee Requirement (provided thatuse commercially reasonable efforts to deliver such documents with respect to any other facility, pipeline or location where inventory of a Loan Party is located, if the volume of product located there is 500,000 gallons, or more (or if inventory is of a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured type not measured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and gallons in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Datean equivalent amount), in each case granting Liens required by the Collateral and Guarantee Requirement;.
(Ce) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to In the Collateral case of assets or properties, this Agreement and Guarantee Requirement to deliver any the other Loan Documents shall not require the creation or perfection of Liens in particular properties or assets if and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirementfor so long as, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion judgment of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver the cost of creating or perfecting such Liens in such property shall be excessive in view of the benefits to be obtained by the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(aLenders therefrom.
(f) as the The Administrative Agent may reasonably request; and
(iii) as promptly as practicable after grant extensions of time for the request therefor creation and perfection of Liens in particular assets or property where it determines, in consultation with the Borrower, that such action cannot be accomplished without undue effort or expense by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys time or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in times at which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already it would otherwise be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by this Agreement or the Collateral and Guarantee Requirement and will take, or cause the relevant other Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyDocuments.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Guarantee Supplements and Mortgages with respect to the Material Real Properties which are identified to the Administrative Agent pursuant to Section 6.11(a)(i)(A), Security Agreement Supplements, Intellectual Property Security Agreements a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guaranty Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by subject to Debtor Relief Laws and by Laws, general principles of equity;equity (whether considered in a proceeding in equity or at law) and an applied covenant of good faith and fair dealing,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) the Borrower shall obtain the security interests interests, Guarantees and Senior Guarantees related items set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests interests, Guarantees and Senior Guarantees related items set forth on Schedule 1.01A; and1.01B;
(ii) after the Closing Date, concurrently with promptly following (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any owned Material Real Property by any Loan Party Party, and if such personal property or owned Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property; and
(iii) within thirty (30) days after the Closing Date, each Loan Party and each other Subsidiary of Holdings which is an obligee or obligor with respect to any Intercompany Indebtedness shall have duly authorized, executed and delivered the Intercompany Note, and the Intercompany Note shall be in full force and effect.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months 90 days after the Closing Date, or such later date as the Administrative Agent may agreeso agree to.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Osi Restaurant Partners, LLC)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition (including by division) of any new direct or indirect wholly owned Wholly Owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):Party:
(i) within ninety thirty (9030) days after such formation, formation or acquisition (including by division) or designationsuch longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Guaranty Supplements and Mortgages with respect to the Material Real Properties which are identified to the Administrative Agent pursuant to Section 6.11(a)(i)(A), Security Agreement Supplements, Intellectual Property Security Agreements a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is (or is required to be be) a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by subject to Debtor Relief Laws and by Laws, general principles of equity;equity (whether considered in a proceeding in equity or at law) and an applied covenant of good faith and fair dealing,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The each Borrower shall:
(i) shall obtain the security interests interests, Guarantees and Senior Guarantees set forth on Schedule 1.01A related items required by the Collateral Documents on or prior to the dates corresponding to such security interests Closing Date; and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with promptly following (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any owned Material Real Property by any Loan Party and if Party, such personal property or owned Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Bloomin' Brands, Inc.), Credit Agreement (Bloomin' Brands, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)::
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary that have a book value in detail reasonably satisfactory to the Administrative Agentexcess of $1,000,000;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by subject to Debtor Relief Laws and by general principles of equity;equity (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Restricted Subsidiary, Subsidiary and has a book value in excess of $1,000,000 any existing title reports, surveys or environmental assessment reports; provided. For purposes of this Section 6.11, however, references to a “Restricted Subsidiary that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary is required to become a Guarantor, in which case, such Excluded Guarantor under the Guarantee and Collateral Agreement Requirement” shall be deemed to include any non-wholly owned Restricted Subsidiary shall comply with this clause (athat is a Domestic Subsidiary acquired pursuant to Section 7.01(i).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with as soon as practicable after (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $1,000,000, and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly within 30 days thereafter (or such later date as the Administrative Agent may agree in its discretion) shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: First Amendment and Restatement Agreement (Team Health Holdings Inc.), Credit Agreement (Team Health Holdings Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any Subsidiary becoming a Material Subsidiary)::
(i) within ninety forty five (9045) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent;
(D) take and (y) cause such Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including including, in the case of Domestic Subsidiaries, the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law),
(ii) within thirty (30) days (or forty five (45) days with respect to any Foreign Subsidiary) after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) the Borrower shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Inc)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by (a) Notify the Administrative Agent to ensure at the time that any Person becomes a Subsidiary after the Collateral and Guarantee Requirement continues to be satisfieddate of this Agreement, including:
(a) Upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):and
(i) within ninety (90) 30 days after such formationPerson becomes a Subsidiary, acquisition cause such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Guaranty or designation:
such other document as the Administrative Agent shall deem appropriate for such purpose; provided, however, that (A) cause each such Domestic Restricted Subsidiary that is a Controlled Foreign Corporation shall not be required to become a Guarantor under for so long as the Collateral Internal Revenue Code would impose adverse Tax consequences for such Guarantee, and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted a Person that becomes a Subsidiary that is after the Closing Date shall not be required to become be a Guarantor pursuant for so long as such Subsidiary is an Excluded Subsidiary,
(ii) within 30 days after such Person becomes a Subsidiary (other than with respect to the Collateral and Guarantee Requirement to duly an Excluded Subsidiary), execute and deliver to the Administrative Agent Mortgagesa Security Agreement, Security Agreement Supplementsdeeds of trust or mortgages covering any real property on which a Lien is required pursuant to this Section 6.12, Intellectual Property Security Agreements and such financing statements and other security agreements documents and documents instruments related thereto as the Administrative Agent may require in order to perfect such Liens, and
(including, iii) within 30 days after such Person becomes a Subsidiary (other than with respect to Mortgagesan Excluded Subsidiary), deliver to the Administrative Agent such documents of the types referred to in Sections 4.01(a)(iv) and (a)(v) and such opinions (including opinions as to the legality, validity, binding effect and enforceability of such documentation) of the general counsel of the Borrower (and to the extent applicable, local counsel if such Subsidiary is a Foreign Subsidiary or if real property Collateral is involved) as the Administrative Agent requires, all in form, content and scope reasonably satisfactory to the Administrative Agent.
(b) Cause (i) all present and future Equity Interests in the Borrower and each of the present and future Subsidiaries of the Parent and the Borrower (other than Equity Interests in the Inactive Subsidiaries for so long as the Inactive Subsidiaries remain in the process of dissolution), and (ii) all material real property and personal property and assets of the Parent, the documents listed Borrower, and each of the other Loan Parties) to be subject at all times to perfected Liens in favor of the Administrative Agent to secure the Obligations pursuant to the terms and conditions of Collateral Documents as the Administrative Agent shall reasonably request; provided, however, (A) Liens shall not be required on Equity Interests of a Controlled Foreign Corporation in excess of 65% of the voting power of all classes of Equity Interests of such Controlled Foreign Corporation entitled to vote for so long as the Internal Revenue Code would impose adverse Tax consequences to a pledge in excess of such amount; (B) with respect to real property, mortgages, surveys and title policies will be required only on the New Jersey Headquarters, the Elk Grove Facility and the Oregon Tank Farm and any other real property having a book value in excess of $5,000,000; (C) with respect to owned fleet assets (trucks, rail cars and similar collateral for which perfection of Liens would require taking possession of, or noting liens on, certificates of title), Liens on such assets need not be perfected for so long as the aggregate book value of such assets is less than $35,000,000, and if the aggregate book value of such assets equals or exceeds such amount, such Liens shall be perfected; (D) with respect to Deposit Account, Commodity Accounts and Securities Accounts with less than an aggregate amount of $5,000,000 with respect to each such category of accounts, control agreements shall not be required for such accounts; (E) Liens on commercial tort claims having a value, or involving asserted claims, of $2,000,000 or less per commercial tort claim (or up to a maximum of $6,000,000 in the aggregate for all such commercial tort claims) need not be perfected; (F) Liens on letter-of-credit rights with respect to letters of credit having a face amount of $2,000,000 or less per letter of credit (or up to a maximum of $6,000,000 in the aggregate for all such letters of credit) need not be perfected; and (G) Liens shall not be required on accounts receivable of an ESCO participating in a Consolidating Billing Program to the extent that such accounts receivable are subject to sale by such ESCO to the utility provider participating with such ESCO in such Consolidated Billing Program.
(c) In furtherance of the foregoing provisions of this Section 6.13(b6.12, in connection with (i) property of a Loan Party owned on the Closing Date for which a Lien on such property is not required by Section 6.12(b) prior to the Closing Date (other than accounts receivable of an ESCO referred to in the last proviso to Section 6.12(b)), and (ii) property that becomes property owned by a Loan Party after the Closing Date for which a Lien on such property is required by Section 6.12(b), the Parent and the Borrower shall deliver and shall cause each applicable Loan Party to deliver (A) such documentation as the Administrative Agent may reasonably deem necessary or desirable (regardless of whether or not similar documentation was deemed by the Administrative Agent to have been reasonably necessary or desirable in prior dealings with the Loan Parties or in prior transactions) in order to create and perfect and obtain the full benefits of such Lien, including mortgages, deeds of trust, security agreements, UCC-1 financing statements, surveys, real estate title insurance policies, landlord’s waivers, certified resolutions and other organizational and authorizing documents of the grantor of liens, favorable opinions of the general counsel of the Borrower (and to the extent applicable, local counsel if such Subsidiary is a Foreign Subsidiary or if real property Collateral is involved) (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Administrative Agent’s Liens thereunder) and other items of the types required to be delivered pursuant to Section 4.01, all in form, content and scope reasonably satisfactory to the Administrative Agent, and (B) such other documentation as the Administrative Agent or the Required Lenders may reasonably deem necessary or desirable (regardless of whether or not similar documentation was deemed by the Administrative Agent to have been reasonably necessary or desirable in prior dealings with the Loan Parties or in prior transactions) in order to create and perfect and obtain the full benefits of such Lien, including an Environmental Assessment pursuant to Section 6.14(a)(iv) and appraisals.
(d) Use its commercially reasonable efforts (without the obligation to pay money) to deliver landlord waivers, access agreements and other third party consents and agreements requested by and the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent Agent, with respect to Collateral located at any facility, pipeline or location where inventory of a Loan Party is located, if the volume of product located there is 500,000 gallons or more (consistent or if inventory is of a type not measured by gallons in an equivalent amount) other than any facility, pipeline or location for which the Borrower made efforts and was unable to obtain a third party agreement in connection with the MortgagesExisting Credit Agreement (including, Security Agreementwithout limitation, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required underground storage facility leased by the Collateral and Guarantee Requirement (provided thatBorrower in Xxxxxx, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing DateSouth Carolina), in each case granting Liens required by the Collateral and Guarantee Requirement;.
(Ce) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to In the Collateral case of assets or properties, this Agreement and Guarantee Requirement to deliver any the other Loan Documents shall not require the creation or perfection of Liens in particular properties or assets if and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirementfor so long as, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion judgment of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver the cost of creating or perfecting such Liens in such property shall be excessive in view of the benefits to be obtained by the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(aLenders therefrom.
(f) as the The Administrative Agent may reasonably request; and
(iii) as promptly as practicable after grant extensions of time for the request therefor creation and perfection of Liens in particular assets or property where it determines, in consultation with the Borrower, that such action cannot be accomplished without undue effort or expense by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys time or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in times at which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already it would otherwise be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by this Agreement or the Collateral and Guarantee Requirement and will take, or cause the relevant other Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyDocuments.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a1) Upon (x) upon (i) the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an any Excluded Subsidiary) by any Loan Party or Party, (ii) the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary (other than any Excluded Subsidiary) as a Restricted Subsidiary, (iii) any Subsidiary (other than any Excluded Subsidiary) becoming a wholly owned Domestic Subsidiary or (iv) an Excluded Subsidiary that is a wholly owned Domestic Subsidiary ceasing to be an Excluded Subsidiary but continuing as a Restricted Subsidiary of the Borrower, (y) upon the acquisition of any material assets by the Borrower or any Subsidiary Guarantor or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any material assets held by such Subsidiary (in each case, other than an Excluded Subsidiaryassets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof (without limitation of the obligations to perfect such Lien)):
(ia) within ninety sixty (9060) days (or such greater number of days specified below) after such formation, acquisition or designation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion, cause each such Domestic Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to execute the Guaranty (or a joinder thereto) and other documentation the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Guaranty and the Collateral Documents and
(A) within sixty (60) days after such formation, acquisition or designation:
(A) , cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent MortgagesCollateral Agent, supplements to the Security Agreement SupplementsAgreement, a counterpart signature page to the Intercompany Note, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)if applicable), as reasonably requested by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing DateDate as amended and in effect from time to time), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting perfecting Liens required by the Collateral and Guarantee Requirement;
(CB) within sixty (x60) days after such formation, acquisition or designation, cause each such Domestic Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing and, if applicable, a joinder to the Intercompany Note substantially in the form of Annex I thereto with respect to the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents;
(C) within sixty (60) days after such formation, indorsed in blank to acquisition or designation, take and cause (i) the Administrative Agent and (y) cause each direct or indirect parent of such applicable Domestic Restricted Subsidiary that is required to be become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (ii) to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirementapplicable, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such applicable Domestic Restricted Subsidiary Subsidiary, in each case, to take whatever action customary action(s) (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected (subject to Permitted Liens) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiD) within thirty sixty (3060) days after the reasonable request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an opiniona customary Opinion of Counsel, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.11(1) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Abl Credit Agreement (United States Steel Corp), Abl Credit Agreement (United States Steel Corp)
Covenant to Guarantee Obligations and Give Security. At the BorrowerCompany’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
(i) within (x) thirty (30) days after the formation, acquisition or designation of any such Domestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent and (y) ninety (90) days after such the formation, acquisition or designationdesignation of any such Foreign Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or becomes a Guarantor to furnish to the Administrative Agent a description of the Material Real Properties Property owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions reasonably requested by the Administrative Agent in order to create a perfected security interest with the priority required by the Collateral Documents in all of its assets required to constitute Collateral under the Loan Documents (including, with respect to Mortgages, the documents listed in Section 6.13(b6.12(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Guarantee and Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that (if such parent is a Borrower or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor) to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions reasonably requested by the Administrative Agent in order to create a perfected security interest with the priority required by the Collateral Documents in any uncertificated Equity Interests of such Restricted Subsidiary that are required to constitute Collateral under the Loan Documents, as reasonably requested by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Guarantee and Security Agreements Agreement in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and any instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that (if such parent is a Borrower or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor) to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and any instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and statements, delivery of stock and membership interest certificates, delivery of promissory notes duly endorsed in favor of the Administrative Agent, and the execution, delivery, filing and recording of any such other documents, statements, assignments, instruments, agreements or other papers) may be necessary in the reasonable opinion of reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(E) cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to Guarantee the Obligations; and
(F) cause each such Restricted Subsidiary to deliver to the Administrative Agent copies of its Organization Documents,
(ii) within thirty (30) days (with respect to any Domestic Subsidiary) or ninety (90) days (with respect to any Foreign Subsidiary) after the request therefor by the Administrative Agent (or such longer period as may be reasonably acceptable to the Administrative Agent), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent Agent, the other Agents and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.10(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent Agent, with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, existing surveys or existing environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).and
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent and at such times as shall be required by the Collateral and Guarantee Requirement and the Collateral Documents, as the case may be, and will take, or cause the relevant Loan Party to take, such actions and at such times as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property6.12(b).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Readers Digest Association Inc), Credit Agreement (Direct Holdings Libraries Inc.)
Covenant to Guarantee Obligations and Give Security. At (a) Notify the Borrower’s expenseAdministrative Agent concurrently with the delivery of any Compliance Certificate delivered hereunder whether the Loan Party Threshold is satisfied (each such date of notice, take all action necessary or reasonably requested the “Notice Date”), and promptly thereafter (and in any event within thirty (30) days after such delivery, as such time period may be extended by the Administrative Agent in its sole discretion), if and to ensure that the Collateral and Guarantee Requirement continues extent necessary to be satisfied, including:
(a) Upon satisfy the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party Threshold as of such Notice Date, cause one or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):more Non-Guarantor Subsidiaries to:
(i) within ninety become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed Subsidiary Guaranty Agreement (90or a joinder to a previously delivered Subsidiary Guaranty Agreement, if appropriate);
(ii) days after such formation, acquisition or designationif a Collateral Period is in effect:
(A) cause each such Domestic Restricted Subsidiary that is required grant a security interest in all of its personal property (including but not limited to become a Guarantor under Equity Interests in its Subsidiaries and, to the extent not subject to any other Lien permitted by Section 7.01, ships and shipping vessels) (subject to the exceptions (if any) specified in the particular Collateral and Guarantee Requirement to furnish Document(s)) by delivering to the Administrative Agent a description such duly executed Collateral Documents (or supplements to previously delivered Collateral Documents, if appropriate) as the Administrative Agent may reasonably request;
(B) deliver all of the Material Real Properties owned by documentation (e.g. instruments, stock certificates and related transfer powers, etc.) required to be delivered under each such Domestic Restricted SubsidiaryCollateral Document or supplement;
(C) deliver to the Administrative Agent evidence of all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Guaranteed Parties, in detail the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative AgentAgent that upon such filings and recordations such security interests constitute valid and perfected first priority Liens thereon (subject to Liens permitted by Section 7.01);
(BD) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesthe results of a Lien search (including a search as to judgments, Security Agreement Supplementspending litigation, Intellectual Property Security Agreements bankruptcy, tax and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)intellectual property matters), in form and substance reasonably satisfactory thereto, made against such Non-Guarantor Subsidiaries under the Uniform Commercial Code (or applicable judicial docket) as reasonably requested in effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all such assets of such Non-Guarantor Subsidiaries, indicating among other things that the assets of each such Non-Guarantor Subsidiaries are free and clear of any Lien (except for Liens permitted by and Section 7.01);
(E) deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, evidence of property hazard, business interruption and liability insurance covering such Non-Guarantor Subsidiaries, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent, on behalf of the Guaranteed Parties, as lender’s loss payee on all policies for property hazard insurance and naming the Administrative Agent (consistent with and the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect Lenders as additional insured on the Closing Dateall policies for liability insurance), in each case granting Liens required and if requested by the Collateral and Guarantee Requirement (provided thatAdministrative Agent, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect copies of such limitation is to cause such mortgage tax to be calculated based upon such fair market valueinsurance policies;
(iii) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and documents of the types referred to in form and substance reasonably satisfactory to the Administrative Agent clauses (consistent with the Security Agreements in effect on the Closing Dateiii), in each case granting Liens required by the Collateral (iv) and Guarantee Requirement(vi) of Section 4.01(a);
(Civ) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty (30) days after the request therefor unless waived by the Administrative Agent, deliver to the Administrative Agent a signed copy opinions of an opinioncounsel and local counsel, addressed to the Administrative Agent and each Lender, as to the other Secured Parties, of counsel for matters concerning such Non-Guarantor Subsidiaries and the Loan Parties reasonably acceptable Documents to the Administrative Agent as to such matters set forth in this Section 6.11(a) which it is a party as the Administrative Agent may reasonably request, which such opinions shall be in form and substance, including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent; and
(v) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that if notice with respect to a Collateral Trigger Date is given pursuant to subsection (b) below after such delivery but prior to any applicable Non-Guarantor Subsidiary becoming a Loan Party, all of the documentation required to be delivered pursuant to this subsection (a) may be delivered within the time period set forth in subsection (b) below.
(b) Notify the Administrative Agent (x) promptly (and in any event within five (5) Business Days) following any Responsible Officer of the Company becoming aware that a Collateral Trigger Date has occurred and (y) concurrently with the delivery of any Compliance Certificate delivered hereunder whether a Collateral Trigger Date has occurred (each such date of notice, the “Collateral Trigger Notice Date”), and, in the case of each of the foregoing clauses (x) and (y), promptly thereafter (and in any event within thirty (30) days after such occurrence, as such time period may be extended by the Administrative Agent in its sole discretion) cause each Person that is a Loan Party (or is or would be required to become a Loan Party pursuant to subsection (a) above) and, if necessary to satisfy the Loan Party Threshold as of such Collateral Trigger Notice Date, one or more additional Non-Guarantor Subsidiaries to:
(i) grant a first priority security interest in all of its personal property (including but not limited to Equity Interests in its Subsidiaries and, to the extent not subject to any other Lien permitted by Section 7.01, ships and shipping vessels) (subject to the exceptions (if any) specified in the particular Collateral Document(s)) by delivering to the Administrative Agent such duly executed Collateral Documents as the Administrative Agent may reasonably request;
(ii) deliver to the Administrative Agent all of the documentation (e.g. instruments, stock certificates and related transfer powers, etc.) required to be delivered under each such Collateral Document;
(iii) as promptly as practicable after deliver to the request therefor Administrative Agent documents of the types referred to in clauses (iii), (iv) and (vi) of Section 4.01(a);
(iv) unless waived by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel opinions of Material Real Property that is owned by such Domestic Restricted Subsidiarycounsel and local counsel, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof addressed to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien each Lender, as to the extent required by matters concerning each such Person and the Loan Documents to which it is a party as the Administrative Agent may reasonably request, which such opinions shall be in form and substance, including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent;
(v) deliver to the Administrative Agent evidence of all filings and recordations that are necessary to perfect the security interests of the Administrative Agent, on behalf of the Guaranteed Parties, in the Collateral and Guarantee Requirement the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings and will takerecordations such security interests constitute valid and perfected first priority Liens thereon (except for Liens permitted by Section 7.01);
(vi) deliver to the Administrative Agent the results of a Lien search (including a search as to judgments, pending litigation, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Loan Parties under the Uniform Commercial Code (or cause applicable judicial docket) as in effect in each jurisdiction in which filings or recordations under the relevant Loan Party Uniform Commercial Code should be made to takeevidence or perfect security interests in all assets of each such Person, indicating among other things that the assets of each such actions Person are free and clear of any Lien (except for Liens permitted by Section 7.01);
(vii) deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, evidence of property hazard, business interruption and liability insurance covering each such Person, evidence of payment of all insurance premiums for the current policy year of each policy (with appropriate endorsements naming the Administrative Agent, on behalf of the Guaranteed Parties, as shall lender’s loss payee on all policies for property hazard insurance and naming the Administrative Agent and the Lenders as additional insured on all policies for liability insurance), and if requested by the Administrative Agent, copies of such insurance policies; and
(viii) deliver to the Administrative Agent such other documents as may be necessary or reasonably requested by the Administrative Agent Agent, all in form, content and scope reasonably satisfactory to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyAdministrative Agent.
(c) Notwithstanding If other than pursuant to subsection (a) or (b) above, a Non-Guarantor Subsidiary becomes a Subsidiary Guarantor and delivers any of the foregoingdocumentation referenced in such subsections, concurrently with the delivery of such documentation, the Borrower shall not be required Company will cause such Non-Guarantor Subsidiary to deliver any Mortgages or related documentation prior to the date that Administrative Agent documents of the types referred to in clauses (iii), (iv) and (vi) of Section 4.01(a) and, unless waived by the Administrative Agent, opinions of counsel and local counsel, addressed to the Administrative Agent and each Lender, as to the matters concerning each Loan Party and the Loan Documents to which it is three months after the Closing Date, or such later date a party as the Administrative Agent may agreereasonably request, which such opinions shall be in form and substance, including as to exceptions and qualifications, reasonably acceptable to the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.
(d) The provisions of this Section 6.12 shall not apply to assets as to which the Administrative Agent and the Company shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby.
(e) So long as no Default exists and no Collateral Period is in effect, upon the request of the Company, the Administrative Agent will, at the Company’s expense, execute and deliver to the Loan Parties such documents as the Company may reasonably request to evidence the release of any or all Collateral (other than any Cash Collateral provided hereunder) from the assignment and security interest granted under the Collateral Documents.
Appears in 2 contracts
Samples: Credit Agreement (Fresh Del Monte Produce Inc), Credit Agreement (Fresh Del Monte Produce Inc)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Wholly-Owned Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary, or any Immaterial Subsidiary (other than an Excluded becoming a Material Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or at law); and
(iiiii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property (other than leasehold interests and other than any Material Real Property subject to a Lien permitted pursuant to Section 7.01(i) or (o)) by any Loan Party and (or promptly after the date that any Material Real Property of any Loan Party is no longer subject to a Lien permitted pursuant to Section 7.01(i) or (o)), if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, and is required to be the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter within 60 days of such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bparagraph (f) with respect to real propertyof the definition of Collateral and Guarantee Requirement.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Phibro Animal Health Corp), Credit Agreement (Phibro Animal Health Corp)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any Subsidiary becoming a Material Subsidiary)::
(i) within ninety forty five (9045) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Agreement Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents executed and delivered in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent connection with the Security Agreements in effect on the Closing DateExisting Credit Agreement), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent;
(D) take and (y) cause such Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including including, in the case of Domestic Subsidiaries, the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law),
(ii) within thirty forty five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports, to the extent available and in the possession or control of the Loan Parties or their respective Subsidiaries; provided, however, that there shall be no obligation to deliver to the Borrower may electAdministrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Loan Parties or one of their respective Subsidiaries, in its sole discretionwhere, despite the commercially reasonable efforts of the Loan Parties or their respective Subsidiaries to cause any Excluded Subsidiary to become a Guarantor, in which caseobtain such consent, such Excluded Subsidiary shall comply with this clause (a)consent cannot be obtained.
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Restatement Effective Date, concurrently with not later than ninety (x90) days after the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property as determined by any Loan Party the Borrower (acting reasonably and if in good faith) (or such personal property or Material Real Property shall not already longer period as the Administrative Agent may agree in writing in its discretion) that is required to be subject to a perfected Lien provided as Collateral pursuant to the Collateral and Guarantee Requirement, give notice thereof which property would not be automatically subject to the Administrative Agent and promptly thereafter shall another Lien pursuant to pre-existing Collateral Documents, cause such assets property to be subjected subject to a Lien to the extent required by and Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, includingin each case to the extent required by, as applicableand subject to the limitations and exceptions of, the actions referred Collateral and Guarantee Requirement and to in Section 6.13(b) otherwise comply with respect to real propertythe requirements of the Collateral and Guarantee Requirement.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (Catalent, Inc.), Credit Agreement (Catalent Pharma Solutions, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon (x) upon the formation or acquisition of any new direct or indirect wholly owned Wholly Owned Subsidiary that is a Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation of any “Unrestricted Subsidiary” as a Restricted Subsidiary in accordance with Section 6.15 the definition of any existing direct “Unrestricted Subsidiary”, to the extent such Subsidiary is (or indirect wholly owned will become) a Domestic Subsidiary as and a Restricted Wholly-Owned Subsidiary (other than an Excluded Subsidiary):) or (y) the formation of Holdco:
(i) in the case of any such Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor under the Collateral and Guaranty Requirement, within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary that have a Fair Market Value in excess of $10,000,000 in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Guaranty Supplements, Mortgages with respect to the owned real properties which are identified to the Administrative Agent pursuant to Section 6.11(a)(i)(A), Security Agreement Supplements, Intellectual Property Security Agreements a counterpart of the Intercompany Note, a counterpart of the Intercreditor Agreement and other guaranties, security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent consistent, where applicable, with the Mortgages, Security Agreement, Intellectual Property Canadian Security Agreements Agreement, relevant Guaranty and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required (or has elected) to be a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent consistent, where applicable, with the Security Agreements and Canadian Security Agreement as in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required (or has elected) to be a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guaranty Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements or PPSA registration statements or recordations and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and Laws, by general principles of equity;equity and an applied covenant of good faith and fair dealing,
(ii) in the case of Holdco, within thirty (30) days after such formation, cause Holdco to enter into the Holdco Guaranty and cause Holdco to take all such actions contemplated by subclauses (A), (B), (C) and (D) of Section 6.11(a)(i) above as if Holdco were a “Restricted Subsidiary” and a “direct or indirect parent of a Restricted Subsidiary”,
(iii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iiiiv) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, reports with respect to each parcel of real property that the Borrower may elect, is owned by such Restricted Subsidiary and has a Fair Market Value in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a)excess of $10,000,000.
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after After the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property owned real property by any Loan Party and with a Fair Market Value in excess of $10,000,000 if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoingIf, the Borrower shall not be required at any time and from time to deliver any Mortgages or related documentation prior to the date that is three months time after the Closing Date, any Domestic Subsidiary ceases to constitute an Immaterial Subsidiary in accordance with the definition of “Immaterial Subsidiary”, then the Borrower shall cause such Subsidiary to become an additional Loan Party and take all the actions contemplated by Section 6.11(a) as if such Subsidiary were a newly-formed Domestic Subsidiary of the Borrower.
(d) If, at any time after the Closing Date, any Restricted Subsidiary becomes an obligee or obligor of any intercompany Indebtedness, then the Borrower shall cause such later date as Restricted Subsidiary to authorize, execute and deliver a counterpart of the Administrative Intercompany Note.
(e) Use commercially reasonable efforts to obtain a Collateral Access Agreement from any Person from whom a Loan Party enters into a lease after the Closing Date for a warehouse or distribution center prior to entering into such lease, to the extent required by the ABL Collateral Agent may agreepursuant to the terms of ABL Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Michaels Companies, Inc.), Credit Agreement (Michaels Stores Inc)
Covenant to Guarantee Obligations and Give Security. At the BorrowerCompany’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any Intermediate Holding Company or any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Intermediate Holding Company or Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary that have a book value in excess of $5,000,000 in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Intermediate Holding Company or Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Agreements, Guaranties and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), in the case of such other security agreements and documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Intermediate Holding Company or Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct Intermediate Holding Company or indirect parent of such Domestic Intermediate Holding Company or Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the reasonable request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Intermediate Holding Company or Restricted SubsidiarySubsidiary and has a book value in excess of $5,000,000, to the extent such items are in the possession of, or under the control of, the Company, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party Party, or (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $5,000,000, and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee RequirementDocuments, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Credit Agreement (DJO Finance LLC), Credit Agreement (ReAble Therapeutics Finance LLC)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):Party:
(i) within ninety (90x) thirty (30) days after the formation or acquisition of any such formationDomestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent if the Loan Parties are diligently pursuing compliance herewith, and (y) forty-five (45) days after the formation or acquisition or designationof any such Foreign Subsidiary or, in the case of this clause (y), such longer period as may be reasonably acceptable to the Administrative Agent:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or becomes a Guarantor to furnish to the Administrative Agent a description of the Material Real Properties Property owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor to duly execute and deliver to the Administrative Collateral Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions reasonably requested by the Administrative Agent in order to create a perfected security interest with the priority required by the Collateral Documents in all of its assets required to constitute Collateral under the Loan Documents (including, with respect to Mortgages, the documents listed in Section 6.13(b6.11(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that (if such parent is the Borrower or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor) to duly execute and deliver to the Administrative Collateral Agent such Security Agreement Supplements and other security agreements and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions reasonably requested by the Administrative Agent in order to create a perfected security interest with the priority required by the Collateral Documents in any uncertificated Equity Interests of such Subsidiary that are required to constitute Collateral under the Loan Documents, as reasonably requested by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Agreement in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and any instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent, and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that (if such parent is the Borrower or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor) to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and any instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and statements, delivery of stock and membership interest certificates, delivery of promissory notes duly endorsed in favor of the Collateral Agent, and the execution, delivery, filing and recording of any such other documents, statements, assignments, instruments, agreements or other papers) may be necessary in the reasonable opinion of reasonably requested by the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(E) cause each such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to guarantee the Obligations; and
(F) cause each such Subsidiary to deliver to the Administrative Agent copies of its Organization Documents,
(ii) within thirty (30) days (with respect to any Domestic Subsidiary) or forty-five (45) days (with respect to any Foreign Subsidiary) after the request therefor by the Administrative AgentAgent (or such longer period as may be reasonably acceptable to the Administrative Agent if the Loan Parties are diligently pursuing compliance herewith), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Collateral Agent, the Administrative Agent Agent, the other Agents and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent Agent, with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, existing surveys or existing environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).and
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent and at such times as shall be required by the Collateral and Guarantee Requirement and the Collateral Documents, as the case may be, and will take, or cause the relevant Loan Party to take, such actions and at such times as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 2 contracts
Samples: Term Loan Credit and Guarantee Agreement (RDA Holding Co.), Revolving Credit and Guarantee Agreement (RDA Holding Co.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly Owned Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded Subsidiary):Subsidiary or designation of any Subsidiary as a Guarantor pursuant to the definition of Guarantors:
(i) within ninety sixty (9060) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause Cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements deeds of hypothec and other security agreements and documents or joinders or supplements thereto (includingand, with respect to Mortgages, deliver the documents listed in Section 6.13(b)paragraph (f) of the definition of Collateral and Guarantee Requirement), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (to the extent applicable, consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement; provided, that, notwithstanding the foregoing, any such actions required under this clause (B) with respect to Material Real Property shall be subject to the time period set forth in Section 6.11(b);
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent; and
(D) take and (y) cause such Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens with the priority required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or at law); and
(iiiii) as promptly as practicable after the request therefor by the Administrative AgentCollateral Agent and to the extent in the Borrower’s possession, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, howeverthat, that with respect to any Foreign Subsidiary the Borrower may elect, in its sole discretion, requirements of this Section 6.11 shall be satisfied prior to cause any Excluded Subsidiary to become it becoming a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(iib) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien (subject to Permitted Liens) under the Collateral Documents with the priority required pursuant to the Collateral and Guarantee RequirementRequirement and is required to be, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter within ninety (90) days (with such extensions as agreed by the Administrative Agent in its reasonable discretion) of the date of such acquisition shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such LienLien or otherwise in connection with, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall, within ninety (90) days after the request therefor by the Administrative Agent or the Collateral Agent (or such longer period as the Administrative Agent may agree in its reasonable discretion and subject to clause (a)(i)(B) of this Section 6.13(b6.11) with respect and confirmation from the Administrative Agent and the Lenders that flood due diligence and compliance as required by Section 6.06 hereto have been completed, deliver to real property.
(c) Notwithstanding the foregoingAdministrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Borrower Collateral Agent and the other Secured Parties regarding the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such opinion shall be in form and substance reasonably acceptable to the Administrative Agent. Administrative Agent shall not be required to deliver accept delivery of any Mortgages or related documentation prior joinder to the date any Loan Document with respect to any Subsidiary of any Loan Party that is three months after not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Closing Date, or Beneficial Ownership Regulation unless such later date as the Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Administrative Agent may agreehas completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (ServiceTitan, Inc.), Credit Agreement (ServiceTitan, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon , upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the any Excluded Subsidiary ceasing to be an Excluded Subsidiary or designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary Guarantor pursuant to the definition of Guarantors, within sixty (other than an Excluded Subsidiary):
(i) within ninety (9060) days after such formation, acquisition acquisition, designation or designation:occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(Aa) [reserved];
(b) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements deeds of hypothec and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))or joinders or supplements thereto, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement Agent (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (extent applicable, consistent with the Security Agreements Agreement and other Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xc) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent; and
(d) take and (y) cause such Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens with the priority required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys equity or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (aat law).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement (Paycor Hcm, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
: (a) Upon upon (i) the formation or acquisition of any new direct or indirect wholly owned Domestic Material Subsidiary by the Borrower or any Restricted Subsidiary Subsidiary, (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiaryii) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Material Subsidiary as a Restricted Subsidiary or (other than iii) any Domestic Subsidiary becoming a wholly owned Domestic Material Subsidiary that is not, in the case of clauses (i), (ii) or (iii), an Excluded Subsidiary)::
(iA) within ninety forty five (9045) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Material Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent MortgagesMortgages with respect to any Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged by such Domestic Material Subsidiary pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Material Subsidiary and required to be pledged by it pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Agent);
(D) take and (y) cause each direct or indirect parent of such Domestic Restricted Material Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law).
(iiB) within thirty forty-five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(aclause (a) above as the Administrative Agent may reasonably request; and.
(iiiC) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (ASC Acquisition LLC)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Wholly-Owned Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 Section 6.14 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary, or any Immaterial Subsidiary (other than an Excluded becoming a Material Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section Section 6.13(b)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or at law); and
(iiiii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property (other than leasehold interests and other than any Material Real Property subject to a Lien permitted pursuant to Section 7.01(i) or (o)) by any Loan Party and (or promptly after the date that any Material Real Property of any Loan Party is no longer subject to a Lien permitted pursuant to Section 7.01(i) or (o)), if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, and is required to be the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter within 60 days of such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bparagraph (f) with respect to real propertyof the definition of Collateral and Guarantee Requirement.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon Except as otherwise provided in Schedule 6.20, upon (x) the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Unrestricted Subsidiary as a Restricted Subsidiary, (y) any Subsidiary commencing to constitute a Material Foreign Subsidiary or (other than an Excluded Subsidiary):z) any Restricted Subsidiary guaranteeing any Specified Junior Financing Obligations, the Parent Guarantor shall, in each case at the Parent Guarantor’s expense:
(i) within ninety as soon as reasonably practicable and in any case on or prior to thirty (9030) days after such formation, acquisition acquisition, designation or designation:Guarantee (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(A) cause each such Domestic Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, Guaranteeing the Obligations of all Borrowers, subject to any limitations required by local Law;
(B) cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement pursuant to this Section 6.12 to furnish to the Administrative Agent a description of the any Material Real Properties Property owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(BC) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement this Section 6.12 to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))Collateral Documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgagesspecified by, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing Date)) and the Mortgages with respect to Material Real Property in a form and substance substantially consistent with the Mortgages required pursuant to Schedule 6.20 or otherwise in form and substance reasonably satisfactory to the Administrative Agent, in each case granting Liens required by a Lien in substantially all personal property of such Restricted Subsidiary and all Material Real Property, securing the Collateral and Guarantee RequirementObligations of such Restricted Subsidiary under its Guaranty;
(C) (xD) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement this Section 6.12 to deliver any and all certificates representing Equity Interests (owned by such Restricted Subsidiary or, if applicable in the case of Equity Interests of Foreign Subsidiaries and, to the extent certificatedrequired by the applicable Security Agreements, cause the legal representative(s) that are required of such Restricted Subsidiary to be pledged pursuant to register the Collateral and Guarantee Requirementtransfer of the Equity Interests in the relevant share registers of such Restricted Subsidiary, in each applicable case accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments and, to the extent required by the applicable Security Agreements, instruments, if any, evidencing the intercompany Indebtedness debt held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral DocumentsSubsidiary, if any, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agenttransfer;
(DE) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever reasonable action (including the recording of MortgagesMortgages with respect to Material Real Property, the filing of Uniform Commercial Code financing statements (or comparable documents or instruments under other applicable Law), and delivery of certificates evidencing stock and membership interest certificatesinterests) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens required by on the properties purported to be subject to the Mortgages and the other Collateral and Guarantee RequirementDocuments delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within as soon as reasonably practicable and in any case on or prior to thirty (30) days after the reasonable request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinioncustomary legal opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties (or, where customary in the applicable jurisdiction, the Administrative Agent) reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.12(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative AgentAgent but in any event on or prior to the date of delivery of the applicable Mortgage, deliver to the Administrative Agent with respect to each parcel of Material Real Property owned or leased by such Restricted Subsidiary that is owned by the subject of such Domestic Restricted Subsidiaryrequest, any existing title reportsMortgage Policies, surveys in scope, form and substance substantially consistent with the Mortgages Policies required pursuant to Schedule 6.20 or otherwise in form and substance reasonably satisfactory to the Administrative Agent and such other items, as required to be delivered in accordance with Schedule 6.20 and (y) to the extent available, environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain Upon the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with acquisition of (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to in favor of the Collateral and Guarantee RequirementAdministrative Agent for the benefit of the Secured Parties, the relevant Borrower or Loan Party, as the case may be, shall give notice thereof to the Administrative Agent and promptly thereafter shall shall, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement securing such Loan Party’s Obligations and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicablethe case may be, the applicable actions referred to in Section 6.13(b6.12(a) with respect to real propertyand Section 6.12(c).
(c) Concurrently with the delivery of each Compliance Certificate pursuant to Section 6.02(b), execute and deliver to the Administrative Agent an appropriate Intellectual Property Security Agreement with respect to all Patents (as defined in the Domestic Security Agreement) and Trademarks (as defined in the Domestic Security Agreement) registered or pending with the United States Patent and Trademark Office and registered or pending Copyrights (as defined in the Domestic Security Agreement) with the United States Copyright Office constituting After-Acquired Intellectual Property (as defined in the Domestic Security Agreement) that is Material Intellectual Property owned by it or any Guarantor as of the last day of the period for which such Compliance Certificate is delivered, to the extent that such After-Acquired Intellectual Property that is Material Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it or such Guarantor. In each case, each Borrower will, and will cause each Guarantor to, promptly cooperate as necessary to enable the Administrative Agent to make any necessary or reasonably desirable recordations with the US Copyright Office or the US Patent and Trademark Office, as appropriate, with respect to such Material Intellectual Property.
(d) [Reserved].
(e) The Parent Guarantor will cause each Guarantor to institute and complete a “whitewash” or comparable procedure to the extent necessary under the applicable Laws of any relevant jurisdiction so as to enable such Guarantor to legally and validly provide a Guaranty and grant a first-priority and, to the extent required by the applicable Security Agreement, perfected security interest in the Equity Interests it owns in its Subsidiaries and all of its other assets constituting Collateral hereunder in the manner, and within the time periods required by, this Section 6.12.
(f) Notwithstanding the foregoing, (i) the Borrower Administrative Agent shall not take a security interest in or require any title insurance or similar items with respect to those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other similar Tax, title insurance or similar items) is excessive in relation to the benefit to the Secured Parties of the security afforded thereby, (ii) Liens required to be granted pursuant to this Section 6.12, and actions required to be taken, including to perfect such Liens, shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the Closing Date, and with respect to the Mortgages, in accordance with Schedule 6.20 (to the extent appropriate in the applicable jurisdiction) (and, for the avoidance of doubt, the Loan Parties shall not be required to deliver enter into any Mortgages control or related documentation prior similar agreement with respect to deposit, securities, commodities or similar accounts to the date that is three months after extent any such control or agreement would not have been required pursuant to the Closing Dateterms of the Prior Credit Agreement and any security document entered into thereunder), (iii) Holdings, Parent Borrower and its Restricted Subsidiaries will not be required to give a Guaranty, or grant a security interest in their property to the extent that it is not within the legal capacity of such later date as Person to do so, or would conflict with the Administrative Agent may agreefiduciary duties of such Person’s directors or contravene any legal prohibition of material contractual restriction or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of such person or requires the consent of any third party, including, in the case of any leasehold mortgage, any landlord (provided that such Person shall use commercially reasonable efforts to overcome any such obstacle or obtain any such consent) and (iv) the Restricted Subsidiaries will not be required to provide any Guaranty or grant a security interest in their property, to the extent any material and adverse tax consequence would reasonably be expected to result from the provision of such Guaranty or the grant of such security interest (it being understood that no such consequence will be deemed to result from the provision of a Guaranty by any guarantor under the Prior Credit Agreement on terms consistent with such guarantor’s guarantee of the Prior Credit Agreement or the grant of any security interest in assets that secured the loans and other obligations under the Prior Credit Agreement on terms consistent with the security interests securing the loans and other obligations under the Prior Credit Agreement).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly wholly-owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly wholly-owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any wholly-owned Subsidiary becoming a Material Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary or U.S. Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (includingincluding without limitation the Intercreditor Agreement and, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent; and
(D) take and (y) cause such Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including including, in the case of Domestic Subsidiaries and U.S. Subsidiaries, the recording of Mortgages, the filing of Uniform Commercial Code PPSA financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or at law); and
(iiiii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the Borrower shall provide the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: First Lien Credit Agreement (SMART Technologies Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement (subject to the limitations set forth therein and in the Collateral Documents) continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Wholly-Owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Wholly-Owned Domestic Subsidiary as a Restricted Subsidiary, or any Wholly-Owned Restricted Subsidiary (other than ceasing to be an Excluded Subsidiary)::
(i) within ninety forty-five (9045) days after the end of such fiscal quarter in which such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty, Mortgages, pledges, assignments, the applicable Security Agreement Supplements, applicable Intellectual Property Security Agreements Agreement Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b6.12(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, the applicable Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by to guaranty the Collateral Obligations and Guarantee Requirement (provided that, if a mortgage tax will be owed on grant and perfect the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (other than Excluded Equity Interests and only to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local Law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documentsand Guarantee Requirement (including the execution of the Subordinated Intercompany Note), indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock share and membership interest certificatescertificates or promissory notes, if any) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iiiE) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, upon the Administrative Agent’s reasonable request, including, without limitation, the documents listed in Section 6.12(b)). If any existing title reportsLender determines, surveys or environmental assessment reports; provided, howeveracting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from a Lien over real property pursuant to any Law of the Borrower may elect, in its sole discretion, to cause United States or any Excluded Subsidiary to become a Guarantor, in which caseState thereof, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to Lender may notify the Administrative Agent and promptly thereafter shall cause disclaim any benefit of such assets to be subjected to a Lien security interest to the extent required by the Collateral and Guarantee Requirement and will takeof such illegality; provided, that such determination or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower disclaimer shall not be required to deliver invalidate or render unenforceable such Lien for the benefit of any Mortgages other Lender or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agreeSecured Party.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any Subsidiary becoming a Material Subsidiary)::
(i) within ninety forty five (9045) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty, Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Agreements, Parent Guaranty Supplements (as defined in the Parent Guaranty), Parent Security Agreement Supplements (as defined in the Parent Security Agreement) and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary or other entity that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary or other entity and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent;
(D) take and (y) cause such Restricted Subsidiary or other entity and each direct or indirect parent of such Domestic Restricted Subsidiary or other entity that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including including, in the case of Domestic Subsidiaries, the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law),
(ii) within thirty (30) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) the Borrower shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take (i) all action reasonably necessary or and (ii) any action reasonably requested by the Administrative Agent Agent, to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):Party:
(i) within ninety (90x) thirty (30) days after the formation or acquisition of any such formationDomestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent if the Loan Parties are diligently pursuing compliance herewith, and (y) forty-five (45) days after the formation or acquisition or designationof any such Foreign Subsidiary or, in the case of this clause (y), such longer period as may be reasonably acceptable to the Administrative Agent:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or becomes a Guarantor to furnish to the Administrative Agent a description of the Material Real Properties Property owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor to duly execute and deliver to the Administrative Collateral Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions reasonably requested by the Administrative Agent in order to create a perfected security interest with the priority required by the Collateral Documents in all of its assets required to constitute Collateral under the Loan Documents (including, with respect to Mortgages, the documents listed in Section 6.13(b7.11(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that (if such parent is the Borrower or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor) to duly execute and deliver to the Administrative Collateral Agent such Security Agreement Supplements and other security agreements and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions reasonably necessary, or reasonably requested by the Administrative Agent in order to create a perfected security interest with the priority required by the Collateral Documents in any uncertificated Equity Interests of such Subsidiary that are required to constitute Collateral under the Loan Documents, as reasonably requested by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Agreement in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and any instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent, and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that (if such parent is the Borrower or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor) to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and any instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and statements, delivery of stock and membership interest certificates, delivery of promissory notes duly endorsed in favor of the Collateral Agent, and the execution, delivery, filing and recording of any such other documents, statements, assignments, instruments, agreements or other papers) as may be necessary in the reasonable opinion of reasonably necessary, or reasonably requested by the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(E) cause each such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to guarantee the Obligations; and
(F) cause each such Subsidiary to deliver to the Administrative Agent copies of its Organization Documents,
(ii) within thirty (30) days (with respect to any Domestic Subsidiary) or forty-five (45) days (with respect to any Foreign Subsidiary) after the request therefor by the Administrative AgentAgent (or such longer period as may be reasonably acceptable to the Administrative Agent if the Loan Parties are diligently pursuing compliance herewith), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Collateral Agent, the Administrative Agent Agent, the other Agents and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; 7.11(a), and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent Agent, with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, existing surveys or existing environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).and
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent and at such times as shall be required by the Collateral and Guarantee Requirement and the Collateral Documents, as the case may be, and will take, or cause the relevant Loan Party to take, such actions and at such times as shall be necessary reasonably necessary, or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property7.13(b).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon Subject to this Section 6.12, with respect to any property acquired after the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) Closing Date by any Loan Party or that is intended to be subject to the designation Lien created by any of the Collateral Documents but is not so subject, promptly (and in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
event within 30 days after the acquisition thereof) (i) within ninety (90) days after such formation, acquisition or designation:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other security agreements Secured Parties, a Lien on such property subject to no Liens other than Liens permitted under the Loan Documents and (ii) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrower shall otherwise take such actions and in form and substance reasonably satisfactory execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties. Table of Contents
(consistent b) With respect to any Person that is or becomes a Subsidiary (other than an Immaterial Subsidiary or Special Purpose Finance Subsidiary) after the Closing Date or any Subsidiary that ceases to be an Immaterial Subsidiary or Special Purpose Finance Subsidiary, promptly (and in any event (A) within 30 days after such Person becomes a Subsidiary or (B) within 30 days after financial statements have been delivered pursuant to Section 6.01 (commencing with the Security Agreements financial statements for the quarter ending December 31, 2011) indicating that such Subsidiary has ceased to be an Immaterial Subsidiary or Special Purpose Finance Subsidiary, as the case may be (for the avoidance of doubt, a Subsidiary’s status as an Immaterial Subsidiary need not otherwise be tested except as set forth in effect on this Section 6.12(b))
(i) except as provided below, deliver to the Closing Date)Administrative Agent the certificates, in each case granting Liens required if any, representing all of the Equity Interests of such Subsidiary that are directly owned by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become Borrower or a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee RequirementGuarantor, accompanied by together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank and instruments evidencing by a duly authorized officer of the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificatedholder(s) of such Domestic Restricted Equity Interests, and all intercompany notes owing from such Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party and instruments evidencing (ii) cause such new Subsidiary (other than a Regulated Subsidiary, a CFC, a Subsidiary of a CFC, a partnership for Tax purposes in which a CFC is a partner or any other Subsidiary to the intercompany Indebtedness issued extent a Guaranty by it would be prohibited by applicable Law or a joint venture to the extent a Guaranty by it would be prohibited by such Domestic Restricted Subsidiary joint venture’s Organization Documents) (A) to execute a joinder agreement to the Guaranty or such comparable documentation to become a Guarantor and required a joinder agreement to the Security Agreement, substantially in the form annexed thereto (provided that, in the case of any Foreign Holdco, recourse on any Guarantee by such Foreign Holdco shall be pledged in accordance with limited to the Collateral Documents, indorsed in blank pledged by such Foreign Holdco and may be limited to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent extent required by the Law of such Domestic Restricted Subsidiary Foreign Holdco’s jurisdiction of organization) and (B) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be all actions necessary or advisable in the reasonable opinion of the Administrative Agent to vest cause the Lien created by the applicable Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, the Equity Interests required to be delivered to the Administrative Agent pursuant to clause (i) of this Section 6.12(b) shall not include any Equity Interests of (w) a Foreign Holdco, (x) a Regulated Subsidiary or other Subsidiary, in each case in this clause (x) to the extent that the pledge of Equity Interests of such Subsidiary would be prohibited by applicable Law, (y) a joint venture to the extent that the pledge of Equity Interests of such Subsidiary would be prohibited by such Subsidiary’s Organization Documents, or (z) a CFC (including Equity Interests of a Subsidiary that are held by a CFC) other than (A) Voting Stock of any representative Subsidiary which is a first-tier CFC representing 65% of the total voting power of all outstanding Voting Stock of such Subsidiary and (B) 100% of the Equity Interests not constituting Voting Stock of any such Subsidiary, except that any such Equity Interests constituting “stock entitled to vote” within the meaning of Treasury Regulation Section 1.956-2(c)(2) shall be treated as Voting Stock for purposes of this Section 6.12(b).
(c) Promptly grant to the Administrative Agent, within 30 days of the acquisition thereof, a security interest in and Mortgage on each real property owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $8,000,000, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 7.01). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected Liens subject only to Liens permitted under Section 7.01. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent designated by it) valid Liens required by to be granted pursuant to the Collateral Mortgages and Guarantee Requirementall Taxes, enforceable against all third parties fees and other charges payable in accordance with their terms, except as connection therewith shall be paid in full. Such Loan Party shall otherwise take such enforceability may be limited by Debtor Relief Laws actions and by general principles of equity;
(ii) within thirty (30) days after the request therefor by the Administrative Agent, execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired real property (including a signed Mortgage Policy, a “Life of Loan” flood hazard determination (and executed Notice to Borrower thereto), evidence of insurance coverage (including, if applicable, flood insurance coverage) required hereunder, counsel opinions (in each case, in form and substance reasonably satisfactory to the Administrative Agent) in respect of such Mortgage) and, if and to the extent that a Loan Party shall, in the ordinary course, obtain an updated survey or a new survey of any Mortgaged Property, such Loan Party shall deliver a copy of an opinion, addressed such survey to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties such survey shall be in form and substance reasonably acceptable to the Administrative Agent as Agent, be prepared by a land surveyor duly registered and licensed in the States in which the property in question is located and be certified by such surveyor to such matters set forth the Administrative Agent. Table of Contents
(d) Notwithstanding anything to the contrary in this Section 6.11(a) as 6.12, the Collateral shall not include assets in circumstances where the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after determines that the request therefor by the Administrative Agent, deliver cost of obtaining pledge or security interest in such assets is excessive in relation to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a)benefit thereof.
(be) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior Notwithstanding anything to the dates corresponding contrary in this Section 6.12, if any Person ceases to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
be a Guarantor in accordance with this Agreement as a result of a transaction permitted hereunder (ii) after which, for the Closing Dateavoidance of doubt, concurrently with (x) shall include Hercules Investments S.a.r.l. in the acquisition event that the Equity Interests of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject Hercules Investments S.a.r.l. are transferred to a perfected Lien CFC pursuant to the Collateral Specified Reorganization Transactions and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyHercules Investments S.a.r.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement (Ashland Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)::
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted SubsidiarySubsidiary that have a book value in excess of (i) prior to the Worldspan Closing Date, $5,000,000 and (ii) on and after the Worldspan Closing Date, $7,250,000 in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a guarantor pursuant to the Guarantee and Collateral Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Restricted SubsidiarySubsidiary and has a book value in excess of (i) prior to the Worldspan Closing Date, $5,000,000 and (ii) on and after the Worldspan Closing Date, $7,250,000, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) [reserved];
(ii) the Borrower shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01B; and
(iiiii) after the Original Closing Date, concurrently with promptly after (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of (i) prior to the Worldspan Closing Date, $5,000,000, and (ii) on and after the Worldspan Closing Date, $7,250,000, and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding Upon the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior Orbitz IPO (x) all Collateral granted by Orbitz TopCo and its Subsidiaries pursuant to the date Security Documents shall be released and shall be free and clear of all Liens created by the Loan Documents and (y) all other obligations under the Loan Documents of Orbitz TopCo or any of its Subsidiaries that is three months after are Subsidiary Guarantors shall also be released, and the Closing Date, or such later date as Lenders hereby authorize the Administrative Agent may agreeand the Collateral Agent to take all actions requested by Borrower to effectuate such releases.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:including (except to the extent otherwise provided hereunder or under any Collateral Document or the Intercreditor Agreement):
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 7.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any Subsidiary becoming a Material Subsidiary)::
(i) within ninety (90) 45 days after such formation, acquisition or designationdesignation or such longer period as the Collateral Agent or Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent or the Collateral Agent (as appropriate) a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement, to the extent such Domestic Subsidiary owns assets of the type subject to Borrowing Base, duly execute and deliver to the Administrative Agent a counterpart signature page to this Agreement, whereby such Domestic Subsidiary shall agree to become a Borrower hereunder in accordance with the terms of this Agreement;
(C) cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Agreements, Guaranties and other security agreements and documents (including, with respect to the Mortgages, the documents listed in Section 6.13(b)), ) as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent (as appropriate) (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xD) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(DE) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code UCC financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent or the Collateral Agent (as appropriate) to vest in the Administrative Agent or the Collateral Agent (as appropriate) (or in any representative of the Administrative Agent or the Collateral Agent (as appropriate) designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws Laws, and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law) and by an implied covenant of good faith and fair dealing;
(ii) within thirty 30 days (30or 45 days with respect to any Foreign Subsidiary) days after the request therefor by the Administrative AgentAgent or the Collateral Agent (as appropriate) (or such longer period as the Administrative Agent or the Collateral Agent (as appropriate) may agree in its sole discretion), deliver to the Administrative Agent or the Collateral Agent (as appropriate) a signed copy of an opinion, addressed to the Administrative Agent or the Collateral Agent (as appropriate) and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).;
(b) The Borrower shall:
(i) the Borrowers shall obtain the security interests and Senior Guarantees Guaranties set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees Guaranties set forth on Schedule 1.01A1.01B; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At From and after the Closing Date, subject to Section 6.13, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Wholly-Owned Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary, or any Immaterial Subsidiary (other than becoming a Material Subsidiary or any Excluded Subsidiary otherwise ceasing to be an Excluded Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designation:occurrence or such longer period as the Administrative Agent may agree in its reasonable discretion (but not prior to the Closing Date):
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)), to the extent required by the Collateral and Guarantee Requirement, the Collateral Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or at law); and
(iiiii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property (other than leasehold interests and other than any Material Real Property subject to a Lien permitted pursuant to Section 7.01(i) or (o)) by any Loan Party and (or promptly after the date that any Material Real Property of any Loan Party is no longer subject to a Lien permitted pursuant to Section 7.01(i) or (o)), if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
and shall, within sixty (c60) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months days after the Closing Date, request therefor by the Administrative Agent or the Collateral Agent (or such later date longer period as the Administrative Agent may agreeagree in its sole discretion), deliver to the Administrative Agent and the Collateral Agent a signed copy of an opinion of local counsel for such Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in the jurisdiction of such Material Real Property, addressed to the Administrative Agent and the Collateral Agent and the other Secured Parties and reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (CEB Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly-Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded Subsidiary):
Subsidiary or any Restricted Subsidiary that is not a Loan Party merging or amalgamating with a Loan Party in accordance with the proviso in Section 7.04(a): within sixty (i) within ninety (9060) days after such formation, acquisition acquisition, designation or designation:
(A) occurrence or such longer period as the Administrative Agent may agree in its reasonable discretion: cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties that are not Excluded Property owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) ; cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)paragraph (f) of the definition of “Collateral and Guarantee Requirement”), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents in effect on the Closing Date)Date or required, in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount as of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax Closing Date to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and delivered in form and substance reasonably satisfactory to the Administrative Agent (consistent accordance with the Security Agreements in effect on the Closing DateSection 6.12), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) ; cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent; and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and intellectual property security agreements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected first priority Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or at law); and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the BorrowerCompany’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary or Qualified Foreign Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary or Qualified Foreign Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)::
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned or leased by such Domestic Restricted SubsidiarySubsidiary that (x) in the case of owned properties, have a book value in excess of $5,000,000 or (y) in the case of leased properties, are expected to have aggregate annual rental payments in excess of $1,000,000, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral DocumentsDocuments , indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property (A) that is owned by such Domestic Restricted SubsidiarySubsidiary and has a book value in excess of $5,000,000 or (B) that is leased by such Restricted Subsidiary under a lease requiring aggregate annual rental payments in excess of $1,000,000, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) The Company shall use its commercially reasonable efforts to create and perfect security interests in the leased real properties set forth on Schedule 1.01A;
(ii) the Company shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01B; and
(iiiii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or Party, (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $5,000,000 or (z) the entering into, or renewal, by any Loan Party of a lease in respect of real property requiring aggregate annual rental payments in excess of $1,000,000, and if such personal property, owned real property or Material Real Property lease shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages On or related documentation prior to the date that is three months after the Closing Date, of designation of any Overseas Revolver Borrower in accordance with Section 2.14 or such later date as the Administrative Agent may agreeagree in its discretion, the Company shall, in each case at the Company’s expense (A) to the extent required by the Collateral and Guarantee Requirement, cause each Qualified Foreign Subsidiary of such Overseas Revolver Borrower and each direct and indirect parent of such Overseas Revolver Borrower to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the obligations of such Overseas Revolver Borrower under the Loan Documents in accordance with the Collateral and Guarantee Requirement, (B) to the extent required by the Collateral and Guarantee Requirement, cause such Overseas Revolver Borrower, its Qualified Foreign Subsidiaries and, to the extent that it has not already done so, each direct or indirect parent of the Overseas Revolver Borrower, at the Company’s expense, to execute, deliver, file and record any documents, statements, assignment, instrument, agreement or other paper and take all other actions necessary in order to create a perfected security interest (to the extent possible under local Law and with the priority required by the Collateral Documents) in all of the assets (subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction)) of such Overseas Revolver Borrower and each of its Qualified Foreign Subsidiaries and direct or indirect parents that are required to secure their respective obligations under the Loan Documents pursuant to the Collateral and Guarantee Requirement, (C) deliver to the Administrative Agent an opinion of counsel, addressed to the Administrative Agent and the other Secured Parties, reasonably acceptable to the Administrative Agent addressing the matters set forth in clause (B) above (if applicable) and such other matters as the Administrative Agent may reasonably request and (D) deliver such other documents or certificates evidencing matters referred to in Section 4.01(a)(iv) and Section 4.01(a)(v) as the Administrative Agent shall reasonably request.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement, the ABL Intercreditor Agreement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly wholly-owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly wholly-owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any wholly-owned Subsidiary becoming a Material Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary and U.S. Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary or U.S. Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (includingincluding without limitation the ABL Intercreditor Agreement and, with respect to Mortgages, the documents listed in Section 6.13(b))section (f) of the definition of “Collateral and Guarantee Requirement”, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents required to be delivered on or in effect on connection with the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary and U.S. Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and U.S. Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary and U.S. Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including including, in the case of Domestic Subsidiaries and U.S. Subsidiaries, the recording of Mortgages, the filing of Uniform Commercial Code PPSA and UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiE) within thirty (30) days after subject to Section 6.18, cause each New Zealand Subsidiary that is required to deliver a Guarantee under the request therefor by the Administrative Agent, Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably requestNew Zealand Guaranty; and
(iiiii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, assessments in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:possession or under its reasonable control;
(i) obtain the Borrower shall provide the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) Promptly after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property (other than leasehold interests) by any Loan Party and (other than any New Zealand Loan Party), if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter and, within one hundred twenty (120) days after the acquisition thereof (or such longer period as the Administrative Agent may agree in its discretion), shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement Requirement, and the Borrower will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bsection (f) with respect to real propertyof the definition of the “Collateral and Guarantee Requirement”.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Term Loan Credit Agreement (SMART Technologies Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
, upon (ax) Upon the formation or acquisition of any new direct or indirect wholly owned Wholly‑Owned Subsidiary that is a Material Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 8.3 of any existing direct or indirect wholly owned Wholly-Owned Subsidiary that is a Material Domestic Subsidiary as a Restricted Subsidiary or any Subsidiary becoming a Wholly‑Owned Subsidiary that is a Material Domestic Subsidiary or (y) the acquisition of any material assets by the Borrower or any other Loan Party or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any material assets held by such Subsidiary (in each case, other than an Excluded Subsidiaryassets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof (without limitation of the obligations to perfect such Lien)):
(ia) within ninety forty-five (9045) days after such formation, acquisition or designationdesignation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion:
(Ai) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing FirstThird Amendment Effective Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xii) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Material Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent;
(1) take and (y) cause any applicable Material Domestic Subsidiary and each direct or indirect parent of such Material Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code UCC financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law) and (2) comply with the requirements of Section 8.12 with respect to all Deposit Accounts; and
(iib) within thirty forty-five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) 8.11 as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Guarantee Supplements and Mortgages with respect to the Material Real Properties which are identified to the Administrative Agent pursuant to Section 6.11(a)(i)(A), Security Agreement Supplements, Intellectual Property Security Agreements a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in XXXXXXX 0000000 (2K) effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is (or is required to be be) a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by subject to Debtor Relief Laws and by Laws, general principles of equity;equity (whether considered in a proceeding in equity or at law) and an applied covenant of good faith and fair dealing,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any XXXXXXX 0000000 (2K) existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) the Borrower shall obtain the security interests interests, Guarantees and Senior Guarantees related items set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests interests, Guarantees and Senior Guarantees related items set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.1.01B;
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):Party:
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary that have a book value in detail reasonably satisfactory to the Administrative Agentexcess of $1,100,000;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to comply with the Collateral and Guarantee Requirement, including to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, with respect to any owned real property with a book value in excess of $1,100,000, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificatedcertifi- cated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Restricted Subsidiary, Subsidiary and has a book value in excess of $1,100,000 any existing title reports, surveys Surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Original Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $1,100,000 and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement (CRC Health CORP)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any Subsidiary becoming a Material Subsidiary)::
(i) within ninety forty five (9045) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Agreement Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent;
(D) take and (y) cause such Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including including, in the case of Domestic Subsidiaries, the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law),
(ii) within thirty (30) days (or forty five (45) days with respect to any Foreign Subsidiary) after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) the Borrower shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon (A) the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.16 of any existing direct or indirect wholly owned Domestic Unrestricted Subsidiary as a Restricted Subsidiary, or (B) any Restricted Subsidiary (other than an Excluded Subsidiary):Guaranteeing any Permitted Subordinated Indebtedness, the Borrowers shall, in each case at the Borrowers’ expense; provided that, notwithstanding the foregoing, this Section 6.12 shall not apply to any Subsidiary to the extent that such Subsidiary is prohibited by applicable local Laws from taking any such action:
(i) within ninety thirty (9030) days after such formation, acquisition acquisition, designation or designation:Guarantee (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(A) cause each such Restricted Subsidiary that is a material Domestic Subsidiary to duly execute and deliver to the Administrative Agent a Guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, Guaranteeing the Obligations of the Borrowers and a joinder agreement, in form and substance reasonably satisfactory to the Administrative Agent, whereby such Person acknowledges and agrees to the terms of the Intercreditor Agreement;
(B) cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement pursuant to Section 6.12(a)(i)(A) to furnish to the Administrative Agent a description of the any Material Real Properties Property owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(BC) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement Section 6.12(a)(i)(A), to duly execute and deliver to the Administrative Agent MortgagesMortgages with respect to Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))Collateral Documents, as reasonably requested by specified by, and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security AgreementAgreements, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents in effect on the Amendment Closing Date), granting a Lien in each case granting Liens required by the Collateral and Guarantee Requirement substantially all personal property (provided that, if other than Equity Interests in any Subsidiary or a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect Joint Venture) of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date)all Material Real Property, in each case granting Liens securing the Obligations of such Restricted Subsidiary under its Guaranty; provided that, unless an Event of Default has occurred and is continuing, if UHS notifies the Administrative Agent that it intends to sell such Material Real Property within one year of the time such Mortgage would otherwise be required to be executed and delivered, such Material Real Property shall not be required to be mortgaged until such period expires (unless extended by the Collateral and Guarantee RequirementAdministrative Agent in its discretion);
(C) (xD) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement Section 6.12(a)(i)(A) to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirementinstruments, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments if any, evidencing the intercompany Indebtedness debt held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral DocumentsSubsidiary, if any, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agenttransfer;
(DE) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of MortgagesMortgages with respect to Material Real Property, the filing of Uniform Commercial Code financing statements statements, and delivery of certificates evidencing stock and membership interest certificatesinterests) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens required by on the properties purported to be subject to the Mortgages and the other Collateral and Guarantee RequirementDocuments delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the reasonable request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an a customary legal 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 such matters set forth in this Section 6.11(a6.12(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiarySubsidiary that is the subject of such request, any existing title reportsreports in scope, form and substance reasonably satisfactory to the Administrative Agent and, to the extent available, surveys or and environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain Upon the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with acquisition of (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to in favor of the Collateral and Guarantee RequirementAdministrative Agent for the benefit of the Secured Parties, the relevant Borrower or Loan Party, as the case may be, shall give notice thereof to the Administrative Agent and promptly thereafter shall shall, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement securing such Loan Party’s Obligations and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicablethe case may be, the applicable actions referred to in Section 6.13(b6.12(a) with respect and Section 6.14(b); provided that if UHS notifies the Administrative Agent that it intends to real propertysell such Material Real Property within one year of the time such Mortgage would otherwise be required to be executed and delivered, such Material Real Property shall not be required to be mortgaged until such period expires (unless extended by the Administrative Agent in its discretion).
(c) Each Guarantor has duly executed and delivered (i) a Security Agreement granting a first-priority perfected security interest (subject to Liens permitted under Section 7.02) in its assets constituting Collateral thereunder to secure its Obligations under the Guaranty, (ii) a Guaranty and (iii) if applicable, an Intellectual Property Security Agreement to secure its Obligations under the Guaranty. To the extent reasonably requested by the Administrative Agent, the Borrowers will cause to be delivered to the Administrative Agent one or more customary legal opinions in form and substance reasonably satisfactory to the Administrative Agent with respect to the granting of such security interests and the making of such Guarantees.
(d) Notwithstanding the foregoing, (x) the Borrower Administrative Agent shall not take a security interest in or require any title insurance or similar items with respect to those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other tax, title insurance or similar items) is excessive in relation to the benefit to the Lenders of the security afforded thereby, (y) Liens required to be granted pursuant to this Section 6.12 shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the Amendment Closing Date (to the extent appropriate in the applicable jurisdiction) and (z) the Subsidiary named on Schedule 5.11 shall not be required to deliver comply with paragraphs (a) through (c) above unless and until it acquires any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agreematerial assets.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the Second Lien Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or and upon the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):by any Loan Party:
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the any owned Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to comply with the Collateral and Guarantee Requirement, including to duly execute and deliver to the Administrative Agent or the Second Lien Collateral Agent (as appropriate) Mortgages, with respect to any owned Material Real Properties, Security Agreement Supplements, a counterpart to the Intercompany Note, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Mortgage, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificatedcertificated and not required to be delivered to the First Lien Collateral Agent) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Second Lien Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificatedcertificated and not required to be delivered to the First Lien Collateral Agent) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Second Lien Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated and not required to be delivered to the First Lien Collateral Agent) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Second Lien Collateral Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Second Lien Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by Borrower or such Domestic Restricted Subsidiary, Subsidiary and has a book value in excess of $2,500,000 any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or Party, (y) the acquisition of any owned Material Real Property by any Loan Party Properties and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyMaterial Real Properties.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At From and after the Borrower’s Closing Date, at the Borrowers’ expense, in accordance with and subject to the terms, conditions, and limitations of the Agreed Security Principles and any other applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation formation, incorporation or acquisition of any new direct or indirect wholly owned Domestic Restricted Material Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by or any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as becoming a Restricted Material Subsidiary (other than an Excluded Subsidiary):
(i) within ninety 45 days (90or such longer period as the Collateral Agent may agree to in its sole discretion) days after such formation, incorporation, acquisition or designation:
(A) cause each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Collateral Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Material Subsidiary in detail reasonably satisfactory to the Administrative Collateral Agent;
(B) cause (x) each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent Mortgagessuch guarantees, Security Agreement Supplementssecurity agreements, Intellectual Property Security Agreements mortgages, debentures, assignment agreements, pledge agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as are reasonably requested by and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Agreed Security Agreement, Intellectual Property Security Agreements Principles and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral Date and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) local law practices and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Daterestrictions), in each case granting Liens required by the Collateral and Guarantee Requirement;; Table of Contents
(C) (x) cause each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificatedcertificated and required to be delivered pursuant to the Collateral Document under which a security interest has been granted over such Equity Interests) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and any and all instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Material Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and Collateral Agent; and
(yD) cause the applicable Material Subsidiary and each direct or indirect parent of such Domestic Restricted applicable Material Subsidiary that is required to be become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording filing of Mortgagesfinancing statements and applicable registration forms, the filing giving of Uniform Commercial Code financing statements notices and delivery of stock and membership interest certificatescertificates or foreign equivalents representing the applicable Equity Interests) as may be necessary or advisable in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and subsisting Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws terms and by general principles to otherwise comply with the requirements of equitythe Collateral and Guarantee Requirement;
(ii) within thirty 45 days (30or such longer period as the Administrative Agent may agree to in its sole discretion) days after the request request, if any, therefor by the Administrative Agent, deliver to the Administrative Agent Organization Documents, certificates, resolutions and a signed copy of an opinionone or more opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and;
(iii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys abstracts or environmental assessment reports, to the extent available and in the possession or control of any Loan Party; provided, however, that there shall be no obligation to deliver to the Borrower Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Person other than a Loan Party or one of its Subsidiaries; and
(iv) at any time and 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 in its reasonable judgment may electdeem necessary or desirable in obtaining the full benefits of, or in perfecting, confirming, continuing, enforcing and preserving the Liens of, such guaranties and Collateral Documents, to the extent perfection is required thereunder;
(b) not later than 90 days (or such longer period as the Administrative Agent may agree to in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property as determined by any Loan Party Parent or the Borrowers (acting reasonably and if such personal property or Material Real Property shall not already in good faith) that is required to be subject to a perfected Lien provided as Collateral pursuant to the Collateral and Guarantee Requirement, give notice thereof which property would not be automatically subject to the Administrative Agent and promptly thereafter shall another Lien pursuant to pre-existing Collateral Documents, cause such assets property to be subjected subject to a Lien to the extent required by and Mortgage in favor of the Collateral Agent for the benefit of the Secured Parties and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Collateral Agent to grant and perfect or record such Lien, includingin each case to the extent required by, as applicableand subject to the limitations and exceptions of, the actions referred Collateral and Guarantee Requirement and to in Section 6.13(b) otherwise comply with respect to real property.the requirements of the Collateral and Guarantee Requirement; Table of Contents
(c) Notwithstanding not later than 45 days (or such longer period as the foregoingAdministrative Agent may agree to in its sole discretion) after any asset (other than Material Real Property or improvements thereto) that has an individual fair market value in an amount greater than $1,000,000 (as reasonably estimated by Parent or the Borrowers) is acquired by any Loan Party after the Closing Date or owned by an entity at the time it becomes a Loan Party (in each case, the Borrower shall not be required to deliver any Mortgages or related documentation prior other than assets constituting Collateral under a Collateral Document that become subject to the date that is three months Lien of such Collateral Document upon acquisition thereof), cause such asset to be subjected to a Lien securing the Obligations and take, and cause the Loan Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and perfect such Liens, all at the expense of the Loan Parties; and
(d) after the Closing Date, if at any time the Collateral Coverage Requirement is not satisfied for any four consecutive fiscal quarter period of Parent ending on the last day of any fiscal quarter of Parent ending after the Closing Date, then Parent shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to Section 6.01(a) or (b) (or such later date longer period as the Administrative Agent may agreeagree in its sole discretion), (A) cause one or more of Parent’s wholly owned Subsidiaries to execute a joinder to the Guaranty to the extent required to satisfy the Collateral Coverage Requirement and (B) comply or cause each such Guarantor to comply with the provisions of this Section 6.12 applicable to Material Subsidiaries, subject in each case to the limitations on the granting of security and/or guarantees and the creation and/or perfection of security interests set forth in the Agreed Security Principles and the definition of Collateral and Guarantee Requirement.
Appears in 1 contract
Samples: Credit Agreement (Xura, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 7.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any Subsidiary becoming a Material Subsidiary)::
(i) except as provided below, within ninety (90) 45 days after such formation, acquisition or designationdesignation or such longer period as the Collateral Agent or the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent[reserved];
(B) cause (x) each such Domestic Restricted Subsidiary and Canadian Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages, or the Collateral Agent (as appropriate) Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent (as appropriate) (consistent with the Mortgages, Security AgreementAgreements, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Date)Fifth Restatement Effective Date or executed and delivered on a post-closing basis after, in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral terms and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Dateconditions of, this Agreement), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary and Canadian Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local Law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and Canadian Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary or Canadian Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code and PPSA financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent or the Collateral Agent (as appropriate) to vest in the Administrative Agent or the Collateral Agent (as appropriate) (or in any representative of the Administrative Agent or the Collateral Agent (as appropriate) designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws Laws, and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law) and by an implied covenant of good faith and fair dealing,
(ii) within thirty (30) 45 days after the request therefor by the Administrative AgentAgent or the Collateral Agent (as appropriate) (or such longer period as the Administrative Agent or the Collateral Agent (as appropriate) may agree in its sole discretion), deliver to the Administrative Agent or the Collateral Agent (as appropriate) a signed copy of an opinion, addressed to the Administrative Agent or the Collateral Agent (as appropriate) and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).[Reserved];
(b) The Borrower shall:
(i) obtain obtaining the security interests and Senior Guarantees set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01B; and
(iic) after [Reserved]; Any of the Closing Dateprovisions of the foregoing clauses (a) and (b), concurrently with (x) the acquisition terms of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof and the provisions of Section 6.13 to the contrary notwithstanding, (1) the requirements of the foregoing clauses (a) and (b) shall be satisfied with respect to the Core-Mark Acquired Companies on the Fifth Restatement Effective Date (except to the extent such requirements have been satisfied before such date) and (2) the Administrative Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and the Administrative Agent and each Lender has completed its Patriot Act searches, OFAC/PEP searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyLenders.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(ai) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Material Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 7.01(i) of any existing direct or indirect wholly owned Domestic Material Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary or any Domestic Subsidiary becoming a wholly owned Material Subsidiary (other than an Excluded Subsidiary):
(iA) within ninety 60 days (90or within 120 days in the case of Mortgages and related documentation and actions) days after such formation, acquisition acquisition, designation or designationchange in status or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion:
(Ai) cause each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Collateral Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Material Subsidiary in detail reasonably satisfactory to the Administrative Collateral Agent;
(Bii) cause (x) each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent Mortgagesa Guaranty Joinder Agreement, Mortgages with respect to any Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements Agreements, Flood Compliance Documents and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Effective Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date)granting, in each the case granting of Collateral Documents, Liens required by the Collateral and Guarantee Requirement;
(C) (xiii) cause each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness Debt held by such Domestic Restricted Material Subsidiary (to the extent certificated) and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(Div) take and cause such Domestic Restricted the applicable Material Subsidiary and each direct or indirect parent of such Domestic Restricted applicable Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code UCC financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law);
(iiB) within thirty (30) 60 days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a7.01(g) as the Administrative Agent may reasonably request; , and
(iiiC) as promptly as practicable after the reasonable request therefor by the Administrative Agent or Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or reports and environmental assessment reports, to the extent available and in the possession or control of a Loan Party; provided, however, that there shall be no obligation to deliver to the Collateral Agent any environmental assessment report whose disclosure to the Collateral Agent would require the consent of a Person other than API or one of its Subsidiaries, where, despite the commercially reasonable efforts of the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which caseobtain such consent, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01Aconsent cannot be obtained; and
(ii) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its sole discretion) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property is acquired by any a Loan Party and if after the Effective Date (excluding, for the avoidance of doubt, API), cause such personal property or Material Real Property shall not already to be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicablein each case subject to the limitations and exceptions of, the actions referred Collateral and Guarantee Requirement and to in Section 6.13(b) otherwise comply with respect to real propertythe requirements of the Collateral and Guarantee Requirement.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement (Avon Products Inc)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon including upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly-Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 Section 6.13 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary in the event that a Mortgage is required to become be delivered as a Guarantor under the Collateral and Guarantee Requirement result of such formation, acquisition, designation or occurrence pursuant to furnish Section 6.10(i)(B), provide notice to the Administrative Agent a description of the any Material Real Properties Property owned by such Domestic Restricted Subsidiary, in any direct or indirect wholly-Owned Subsidiary with detail reasonably satisfactory to the Administrative Agentsufficient for flood compliance purposes;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Mortgages, and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))or joinders or supplements thereto, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Agreement and other Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;; provided that no Company shall be required to provide a Mortgage over (x) any real property other than Material Real Property or (y) any Material Real Property for so long as the 1998 Indenture restricts the ability of such Loan Party to provide mortgages over real property; provided further that upon receipt of such request by Administrative Agent, unless the applicable Loan Party shall not then be required to deliver a Mortgage pursuant to the foregoing proviso, the Borrowers shall promptly provide written notice of any Material Real Property to the Administrative Agent with detail sufficient for flood compliance purposes; and
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent; and (y) take and cause such Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected first priority Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy regardless of an 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 such matters set forth whether enforcement is sought in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys equity or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (aat law).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement (Yum Brands Inc)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement (subject to the limitations set forth therein and in the Collateral Documents) continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Wholly-Owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or (including, without limitation, upon the formation of any Subsidiary that is a Division Successor), the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Wholly-Owned Domestic Subsidiary as a Restricted Subsidiary, or any Wholly-Owned Restricted Subsidiary (other than ceasing to be an Excluded Subsidiary)::
(i) within ninety forty-five (9045) days after the end of such fiscal quarter in which such formation, acquisition acquisition, designation or designation:occurrence or such longer period as the Administrative Agent may agree in its reasonable discretion: -92-
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty, Mortgages, pledges, assignments, the applicable Security Agreement Supplements, applicable Intellectual Property Security Agreements Agreement Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b6.12(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, the applicable Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by to guaranty the Collateral Obligations and Guarantee Requirement (provided that, if a mortgage tax will be owed on grant and perfect the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (other than Excluded Equity Interests and only to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documentsand Guarantee Requirement (including the execution of the Subordinated Intercompany Note), indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock share and membership interest certificatescertificates or promissory notes, if any) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except subject to the effects, as such enforceability may be limited by Debtor Relief Laws to enforceability, of bankruptcy, insolvency, fraudulent conveyance, reorganization and other similar laws relating to or affecting creditors’ rights generally and by general principles of equity;
equity (ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent whether considered in a signed copy of an 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 such matters set forth proceeding in this Section 6.11(a) as the Administrative Agent may reasonably requestequity or law); and
(iiiE) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, upon the Administrative Agent’s reasonable request and to the extent in the Borrower’s possession, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party and (including as a result of any Person owing such Material Real Property becoming a Loan Party), if such personal property or Material Real Property shall not already be subject to a perfected Lien (subject to Permitted Liens) under the Collateral Documents with the priority required pursuant to the Collateral and Guarantee RequirementRequirement and is required to be, the Borrowers shall give notice thereof to the Administrative Agent and promptly thereafter within ninety (90) days (with such extensions as agreed by the Administrative Agent in its reasonable discretion) of the date of such acquisition (or the Person owing such Material Real Property becoming a Loan Party) shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such LienLien or otherwise in connection with, including, as applicable, the actions referred to in Section 6.13(bparagraph (f) with respect to real propertyof the definition of “Collateral and Guarantee Requirement.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.”
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:including (except to the extent otherwise provided hereunder or under any Collateral Document or the Intercreditor Agreement):
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 7.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any Subsidiary becoming a Material Subsidiary)::
(i) within ninety (90) 45 days after such formation, acquisition or designationdesignation or such longer period as the Collateral Agent or Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent or the Collateral Agent (as appropriate) a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement, to the extent such Domestic Subsidiary owns assets of the type subject to Borrowing Base, duly execute and deliver to the Administrative Agent a counterpart signature page to this Agreement, whereby such Domestic Subsidiary shall agree to become a Borrower hereunder in accordance with the terms of this Agreement;
(C) cause each such Domestic Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Agreements, Guaranties and other security agreements and documents (including, with respect to the Mortgages, the documents listed in Section 6.13(b)), ) as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent (as appropriate) (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xD) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(DE) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code UCC financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent or the Collateral Agent (as appropriate) to vest in the Administrative Agent or the Collateral Agent (as appropriate) (or in any representative of the Administrative Agent or the Collateral Agent (as appropriate) designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws Laws, and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law) and by an implied covenant of good faith and fair dealing;
(ii) within thirty 30 days (30or 45 days with respect to any Foreign Subsidiary) days after the request therefor by the Administrative AgentAgent or the Collateral Agent (as appropriate) (or such longer period as the Administrative Agent or the Collateral Agent (as appropriate) may agree in its sole discretion), deliver to the Administrative Agent or the Collateral Agent (as appropriate) a signed copy of an opinion, addressed to the Administrative Agent or the Collateral Agent (as appropriate) and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:;
(i) the Borrowers shall obtain the security interests and Senior Guarantees Guaranties set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees Guaranties set forth on Schedule 1.01A1.01B; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Lead Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets Real Property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, Lien including, as applicable, the actions referred to in Section 6.13(b) with respect to real property).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement (Ahny-Iv LLC)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon (1) the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly Owned Material Subsidiary (in each case, other than an Unrestricted Excluded Subsidiary) by any Loan Party, (2) the designation in accordance with Section 6.14 of any existing direct or indirect Wholly Owned Material Subsidiary (in each case, other than an Excluded Subsidiary) as a Restricted Subsidiary, (3) any Domestic Subsidiary (in each case, other than an Excluded Subsidiary) becoming a Wholly Owned Material Subsidiary or (4) the acquisition of any new direct or indirect non-Wholly Owned Material Subsidiary (in each case, other than an Excluded Subsidiary) by any Loan Party or the designation in accordance with pursuant to Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary7.02(j):
(i) within ninety forty-five (9045) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor or a Pledgor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Material Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Material Subsidiary that is required to become a Guarantor or a Pledgor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent MortgagesMortgages with respect to any Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor or a Pledgor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Material Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Material Subsidiary and each direct or indirect parent of such Domestic Restricted Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law);
(ii) within thirty forty-five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party and other than Holdings, if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets Material Real Property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b); provided, however, if (1) with respect to real property.
the aggregate amount of assets for all Domestic Subsidiaries (cother than Pledgors and Excluded Subsidiaries) Notwithstanding that do not become Guarantors exceeds 15.0% of Total Assets at the foregoinglast day of the most recent Test Period or (2) the aggregate amount of net revenues for all Domestic Subsidiaries (other than Pledgors and Excluded Subsidiaries) that do not become Guarantors exceeds 15.0% of the consolidated net revenues of the Borrower and the Restricted Subsidiaries for the most recent Test Period, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months shall, promptly after the Closing Datea Responsible Officer obtains actual knowledge thereof, or such later date as notify the Administrative Agent may agreethereof and within 30 days of such notice, cause a sufficient number of its Domestic Subsidiaries to become Guarantors, Pledgors or Excluded Subsidiaries pursuant to the Collateral and Guarantee Requirement so that the circumstances described in clause (1) and (2) above would no longer exist.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Parent Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon (1) upon the formation formation, acquisition or acquisition designation (x) by any U.S. Loan Party of any existing or new direct or indirect wholly wholly-owned Material Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):) that is a Restricted Subsidiary (for the avoidance of doubt, including CCOH and its wholly-owned Restricted Subsidiaries which are Material Domestic Subsidiaries but not Excluded Subsidiaries upon CCOH becoming wholly-owned by the Loan Parties) or (y) by any U.S. Loan Party or -121121- Foreign Loan Party of any direct or indirect wholly-owned Material Foreign Subsidiary (other than an Excluded Subsidiary) that is a Restricted Subsidiary or (2) upon the designation by any Loan Party of any Unrestricted Subsidiary that is a direct or indirect wholly-owned Material Domestic Subsidiary or Material Foreign Subsidiary referred to in the foregoing clause (x) or (y) (other than an Excluded Subsidiary) as a Restricted Subsidiary in accordance with Section 6.14:
(i) within ninety (90) 45 days after such formation, acquisition or designation, or such longer period as the Administrative Agent may agree in writing in its discretion:
(A) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesa Guaranty (or supplement thereto) and (y) cause each such Restricted Subsidiary that is required to xxxxx x Xxxx on any Collateral pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages with respect to any Material Real Property, Guaranties, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral by, and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited subject to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) limitations and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date)exceptions of, in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xB) cause each such Domestic Restricted Subsidiary Loan Party that is required to become a Guarantor pledge any Equity Interests or intercompany note held by such Loan Party pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests and intercompany notes (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock or note powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documentstransfer, indorsed in blank to the Administrative Agent;; and
(DC) take take, and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take take, whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and perfected Liens to the extent required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance and to otherwise comply with their terms, except as such enforceability may be limited by Debtor Relief Laws the requirements of the Collateral and by general principles of equityGuarantee Requirement;
(ii) within thirty (30) days after the request therefor if reasonably requested by the Administrative Agent, within forty-five (45) days after such request, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiaryconstituting Collateral, any existing title reports, abstracts, surveys or environmental assessment reports, to the extent available and in the possession or control of the Parent Borrower; provided, however, that there shall be no obligation to deliver to the Administrative Agent any existing environmental assessment report whose disclosure to the Administrative Agent would require the consent of a Person other than the Parent Borrower may elector one of its Subsidiaries, in its sole discretionwhere, despite the commercially reasonable efforts of the Parent Borrower to cause any Excluded Subsidiary to become a Guarantor, in which caseobtain such consent, such Excluded Subsidiary shall comply with this clause (a)consent cannot be obtained.
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) If after the Closing Date, concurrently with the Parent Borrower or any Restricted Subsidiary creates or acquires any License Subsidiary that is a Material Subsidiary, then the Parent Borrower shall, as soon as practicable (xand in any event within 45 days (as such date may be extended by the Administrative Agent in its discretion), designate such License Subsidiary as a Retained Existing Notes Indenture Unrestricted Subsidiary.
(c) If any Principal Properties Certificate required to be delivered hereunder demonstrates that the acquisition Principal Properties Collateral Amount does not exceed the Principal Properties Permitted Amount multiplied by 2.5, then the Parent Borrower shall cause, as soon as practicable (and in any event within 120 days (as such date may be extended in writing by the Administrative Agent in its discretion) after the date of delivery of such Principal Properties Certificate) Additional Principal Properties of the Parent Borrower or any material personal property U.S. Guarantor, as selected by any Loan Party or the Parent Borrower, having a Fair Market Value, as determined by the Parent Borrower (y) acting reasonably and in good faith), that would result in, after giving effect to grant of a Lien thereon, the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already aggregate Principal Properties Collateral Amount being at least 2.5 times the Principal Properties Permitted Amount, to be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, includingin each case to the extent required by, as applicableand subject to the limitations and exceptions of, the actions referred Collateral and Guarantee Requirement and to in Section 6.13(b) otherwise comply with respect to real propertythe requirements of the Collateral and Guarantee Requirement.
(cd) If after the Closing Date, the Loan Parties acquire any asset or group of assets with a Fair Market Value in excess of $25,000,000 (as determined by the Parent Borrower (acting reasonably and in good faith)) the Parent Borrower shall within 45 days following the end of the fiscal quarter in which such acquisition occurred make a determination (acting reasonably and in good faith) as to whether such asset or group of assets constitutes Non-Principal Property. If the Parent Borrower determines that such asset or group of assets constitutes Non-Principal Property, the Parent Borrower shall notify the Administrative Agent of such designation by delivery of an Additional Non-Principal Properties Certificate determining that such Non-Principal Property constitutes Additional Non-Principal Properties Collateral and, if requested by the Administrative Agent, the applicable Loan Party will cause such assets to be subjected to a Lien and Mortgage, if applicable, in favor of the Administrative Agent for the benefit of the Secured Parties, and will take, and cause the other applicable Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent as soon as commercially reasonable but in no event later than 75 days following the end of the quarter in which such acquisition occurred, unless extended by the Administrative Agent in writing in its discretion, to grant and perfect the Liens required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. Any designation made by the Parent Borrower in accordance with this paragraph (d) shall be conclusive in the absence of manifest error.
(e) If (i) the Parent Borrower or any other Loan Party Disposes of any Non-Principal Properties Collateral with a Fair Market Value in excess of $25,000,000 as determined by the Parent Borrower (acting reasonably and in good faith), and (ii) the Parent Borrower does not give written notice to the Administrative Agent of its intent to reinvest, in accordance with Section 2.05(b)(ii)(B), the Net Cash Proceeds received from such Disposition in Additional Non-Principal Properties Collateral that will be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties (in which case the Parent Borrower shall take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement), then, as soon as practicable (in the reasonable judgment of the Parent Borrower) the Parent Borrower shall use commercially reasonable efforts to (x) designate Additional Non-Principal Properties Collateral having an equal or greater Fair Market Value, as determined by the Parent Borrower (acting reasonably and in good faith), than the Fair Market Value of such Disposed Collateral and (y) cause such Additional Non-Principal Properties to be subject to a Lien and Mortgage if applicable, in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.
(f) No later than 60 days after the satisfaction of the Existing Notes Condition (unless extended by the Administrative Agent in writing in its discretion), the Parent Borrower shall, in each case at the Parent Borrower’s expense, cause the assets of each Borrower and each Subsidiary Guarantor to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement (it being understood and agreed that any Existing Notes that, unless the Existing Notes Condition has been satisfied pursuant to clause (ii) of the definition thereof, shall then be outstanding shall be permitted to be equally and ratably secured by such assets under this clause (f) to the extent required by the term of the Retained Existing Notes Indenture).
(g) Not later than 60 days after the acquisition by any Foreign Loan Party of any real or personal property with a Fair Market Value in excess of $25,000,000 as determined by the Parent Borrower (acting reasonably and in good faith) that is required to be provided as Collateral pursuant to the definition of “Collateral and Guarantee Requirement,” which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement.
(h) Notwithstanding anything to the foregoingcontrary in this Agreement, the Parent Borrower shall not be required to (i) deliver any Mortgages or related documentation prior to the date that is three months 120 days after the Closing Date, or such later date as which may be extended by the Administrative Agent in its sole discretion, or (ii) take any action or deliver any document set forth on Schedule 6.11(h) before the time limit set forth on such Schedule with respect to such action or document, any such time limit which may agreebe extended by the Administrative Agent acting in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Communications Inc)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon except as otherwise provided in the following clause (c), upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 7.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary or any Subsidiary becoming a Material Subsidiary (other than an Excluded Subsidiarybut subject, in the case of Material Real Property, to Section 10.25(b)):
(i) except as provided below, within ninety (90) 45 days after such formation, acquisition or designationdesignation or such longer period as the Collateral Agent or the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent or the Collateral Agent (as appropriate) a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Mortgages with respect to Material Real Property located in the United States, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to MortgagesMortgages with respect to Material Real Property located in the United States, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Agent (as appropriate) (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Date)Fourth Restatement Effective Date or executed and delivered on a post-closing basis after, in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral terms and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Dateconditions of, this Agreement), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local Law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of MortgagesMortgages with respect to Material Real Property located in the United States, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent or the Collateral Agent (as appropriate) to vest in the Administrative Agent or the Collateral Agent (as appropriate) (or in any representative of the Administrative Agent or the Collateral Agent (as appropriate) designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws Laws, and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law) and by an implied covenant of good faith and fair dealing,
(ii) within thirty (30) 45 days after the request therefor by the Administrative AgentAgent or the Collateral Agent (as appropriate) (or such longer period as the Administrative Agent or the Collateral Agent (as appropriate) may agree in its sole discretion), deliver to the Administrative Agent or the Collateral Agent (as appropriate) a signed copy of an opinion, addressed to the Administrative Agent or the Collateral Agent (as appropriate) and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (aiii) shall not apply with respect to any Material Real Property, to the extent a Term Collateral Release has occurred with respect to such Material Real Property, specifically or by type or class (and has not been rescinded, as contemplated in Section 6.18(d)).
(b) The Borrower shall:subject to the following clause (c):
(i) the Borrowers shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01B; and
(ii) after the Closing Fourth Restatement Effective Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party Party, and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Lead Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets Real Property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.); and
(c) Notwithstanding any of the foregoingprovisions of the foregoing clauses (a) and (b), the Borrower shall not be required to deliver any Mortgages or related documentation prior terms of the Collateral and Guarantee Requirement, and the provisions of Section 6.13 to the date that contrary notwithstanding, the requirements of the foregoing clauses (a) and (b) shall be satisfied with respect to the Ram Acquired Companies on the Fourth Restatement Effective Date or, with respect to the execution and delivery of, and filing of Mortgages and the other documents referred to in Section 6.13 with respect to the Ram Real Estate, as soon as is three months commercially reasonable (including, if applicable and commercially reasonable, on the Fourth Restatement Effective Date), and the Lead Borrower agrees to use its commercially reasonable efforts to cause all Ram Real Estate to constitute Eligible Real Property as soon as is commercially reasonable on or after the Closing Fourth Restatement Effective Date and to add all such then-eligible Ram Real Estate to the Borrowing Base on each Ram RE Addition Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
, upon (ax) Upon the formation or acquisition of any new direct or indirect wholly owned Wholly-Owned Subsidiary that is a Material Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 8.3 of any existing direct or indirect wholly owned Wholly-Owned Subsidiary that is a Material Domestic Subsidiary as a Restricted Subsidiary or any Subsidiary becoming a Wholly-Owned Subsidiary that is a Material Domestic Subsidiary or (y) the acquisition of any material assets by the Borrower or any other Loan Party or (z) with respect to any Subsidiary at the time it becomes a Loan Party, for any material assets held by such Subsidiary (in each case, other than an Excluded Subsidiaryassets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition thereof (without limitation of the obligations to perfect such Lien)):
(ia) within ninety forty-five (9045) days after such formation, acquisition or designationdesignation or, in each case, such longer period as the Administrative Agent may agree in its reasonable discretion:
(Ai) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Second Restatement Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xii) cause each such Material Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Material Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Collateral Agent;
(1) take and (y) cause any applicable Material Domestic Subsidiary and each direct or indirect parent of such Material Domestic Restricted Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code UCC financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law) and (2) comply with the requirements of Section 8.12 with respect to all Deposit Accounts; and
(iib) within thirty forty-five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) 8.11 as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:: 193389590_5
(a) Upon upon the formation or acquisition (including by division) of any new direct or indirect wholly owned Wholly Owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):Party:
(i) within ninety thirty (9030) days after such formation, formation or acquisition (including by division) or designationsuch longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Guaranty Supplements and Mortgages with respect to the Material Real Properties which are identified to the Administrative Agent pursuant to Section 6.11(a)(i)(A), Security Agreement Supplements, Intellectual Property Security Agreements a counterpart of the Intercompany Note and other security agreements and documents (including, with respect to such Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is (or is required to be be) a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;; 193389590_5
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by subject to Debtor Relief Laws and by Laws, general principles of equity;equity (whether considered in a proceeding in equity or at law) and an applied covenant of good faith and fair dealing,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The each Borrower shall:
(i) shall obtain the security interests interests, Guarantees and Senior Guarantees set forth on Schedule 1.01A related items required by the Collateral Documents on or prior to the dates corresponding to such security interests Closing Date; and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with promptly following (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any owned Material Real Property by any Loan Party and if Party, such personal property or owned Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon Except as otherwise provided in Section 6.14, upon (x) the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.16 of any existing direct or indirect wholly owned Domestic Unrestricted Subsidiary as a Restricted Subsidiary or (other than y) any Subsidiary ceasing to constitute an Excluded Immaterial Subsidiary):, the Company shall, in each case at the Company’s expense:
(i) within ninety as soon as reasonably practicable and in any case on or prior to thirty (9030) days after such formation, acquisition or designation:designation (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(A) cause each such Domestic Restricted Subsidiary to duly execute and deliver to the Administrative Agent a Guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, providing a Guaranty of the Obligations of the Company (unless such Restricted Subsidiary is an Excluded Subsidiary with respect to Obligations of the Company) and the Dutch Borrower, as applicable, subject to any limitations required by local Law;
(B) cause each such Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement pursuant to this Section 6.13 to furnish to the Administrative Agent a description of the any Material Real Properties Property owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(BC) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement this Section 6.13 to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory supplements to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date)Collateral Documents, in each case granting Liens required by the Collateral and Guarantee Requirement (provided thatas specified by, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements, Intellectual Property Security Agreements and other Collateral Documents in effect on the Closing Date)) and the Mortgages with respect to Material Real Property in a form and substance substantially consistent with the Mortgages required pursuant to Section 4.01 and Section 6.14 or otherwise in form and substance reasonably satisfactory to the Administrative Agent, in each case granting Liens required by a Lien in substantially all personal property of such Restricted Subsidiary and all Material Real Property, securing the Collateral and Guarantee RequirementObligations of such Restricted Subsidiary under its Guaranty;
(C) (xD) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement this Section 6.13 to deliver any and all certificates representing Equity Interests (owned by such Restricted Subsidiary or, if applicable in the case of Equity Interests of Foreign Subsidiaries and, to the extent certificatedrequired by the applicable Security Agreements, cause the legal representative(s) that are required of such Restricted Subsidiary to be pledged pursuant to register the Collateral and Guarantee Requirementtransfer of the Equity Interests in the relevant share registers of such Restricted Subsidiary, in each applicable case accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments and, to the extent required by the applicable Security Agreements, instruments, if any, evidencing the intercompany Indebtedness debt held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral DocumentsSubsidiary, if any, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agenttransfer;
(DE) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever reasonable action (including the recording of MortgagesMortgages with respect to Material Real Property, the filing of Uniform Commercial Code financing statements (or comparable documents or instruments under other Applicable Law), and delivery of certificates evidencing stock and membership interest certificatesinterests) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens required by on the properties purported to be subject to the Mortgages and the other Collateral and Guarantee RequirementDocuments delivered pursuant to this Section 6.13, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within as soon as reasonably practicable and in any case on or prior to thirty (30) days after the reasonable request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinioncustomary legal opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties (or, where customary in the applicable jurisdiction, the Administrative Agent) reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a6.13(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative AgentAgent but in any event on or prior to the date of delivery of the applicable Mortgage, deliver to the Administrative Agent with respect to each parcel of Material Real Property owned or leased by such Restricted Subsidiary that is owned by the subject of such Domestic Restricted Subsidiaryrequest, any existing title reports(x) to the extent available, surveys Mortgage Policies, in scope, form and substance substantially consistent with the Mortgage Policies required pursuant to Section 4.01 or Section 6.14, as applicable or otherwise in form and substance reasonably satisfactory to the Administrative Agent and such other items, as required to be delivered in accordance with Section 4.01 or Section 6.14, as applicable and (y) to the extent available, environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain Upon the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with acquisition of (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to in favor of the Collateral and Guarantee RequirementAdministrative Agent for the benefit of the Secured Parties, the relevant Borrower or Loan Party, as the case may be, shall give notice thereof to the Administrative Agent and promptly thereafter shall shall, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement securing such Loan Party’s Obligations and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicablethe case may be, the applicable actions referred to in Section 6.13(b6.13(a) with respect to real propertyand Section 6.13(c).
(c) Concurrently with the delivery of each Compliance Certificate pursuant to Section 6.02(a), execute and deliver to the Administrative Agent an appropriate Intellectual Property Security Agreement with respect to all Patents (as defined in the applicable Security Agreement) and Trademarks (as defined in the applicable Security Agreement) registered or pending with the United States Patent and Trademark Office and registered or pending Copyrights (as defined in the applicable Security Agreement) with the United States Copyright Office constituting After-Acquired Intellectual Property (as defined in the applicable Security Agreement) that is Material Intellectual Property owned by it or any Guarantor as of the last day of the period for which such Compliance Certificate is delivered, to the extent that such After-Acquired Intellectual Property that is Material Intellectual Property is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it or such Guarantor. In each case, each Borrower will, and will cause each Guarantor to, promptly cooperate as necessary to enable the Administrative Agent to make any necessary or reasonably desirable recordations with the United States Copyright Office or the United States Patent and Trademark Office, as appropriate, with respect to such Material Intellectual Property.
(d) To the extent applicable, the Company will cause each Guarantor to institute and complete a “whitewash” or comparable procedure to the extent necessary under the applicable Laws of any relevant jurisdiction so as to enable such Guarantor to legally and validly provide a Guaranty and grant a first-priority and, to the extent required by the applicable Security Agreement, perfected security interest in the Equity Interests it owns in its Subsidiaries and all of its other assets constituting Collateral hereunder in the manner, and within the time periods required by, this Section 6.13.
(e) Notwithstanding the foregoing, (i) the Borrower Administrative Agent shall not be take a security interest in or Lien, or require any of the items it is entitled to require or request pursuant to Section 6.13(a), (b) or (d) hereof or other similar items with respect to those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other similar Tax, title insurance or similar items) exceeds the practical benefit to the Secured Parties of the security afforded thereby, (ii) Liens required to deliver any Mortgages or related documentation prior be granted pursuant to this Section 6.13, and actions required to be taken, including to perfect such Liens, shall be subject to exceptions and limitations consistent with those set forth in the date that is three months after Collateral Documents as in effect on the Closing Date, or in accordance with Section 6.14, as applicable (to the extent appropriate in the applicable jurisdiction), (iii) the Company and its Restricted Subsidiaries will not be required to give a Guaranty, or grant a security interest in their property to the extent that it is not within the legal capacity of such later date as Person to do so, or would conflict with the Administrative Agent may agreefiduciary duties of such Person’s directors or contravene any legal prohibition of material contractual restriction or regulatory condition or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer or director of such person or requires the consent of any third party, including, in the case of any leasehold mortgage, any landlord (provided that such Person shall use commercially reasonable efforts to overcome any such obstacle or obtain any such consent) and (iv) the Restricted Subsidiaries will not be required to grant a security interest in their property, to the extent any material and adverse tax consequence would reasonably be expected to result from the grant of such security interest or Lien.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Covenant to Guarantee Obligations and Give Security. At the BorrowerCompany’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):Party:
(i) within ninety (90x) thirty (30) days after the formation or acquisition of any such formationDomestic Subsidiary or such longer period as may be reasonably acceptable to the Administrative Agent if the Loan Parties are diligently pursuing compliance herewith, and (y) forty-five (45) days after the formation or acquisition or designationof any such Foreign Subsidiary or, in the case of this clause (y), such longer period as may be reasonably acceptable to the Administrative Agent:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or becomes a Guarantor to furnish to the Administrative Agent a description of the Material Real Properties Property owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions reasonably requested by the Administrative Agent in order to create a perfected security interest with the priority required by the Collateral Documents in all of its assets required to constitute Collateral under the Loan Documents (including, with respect to Mortgages, the documents listed in Section 6.13(b6.11(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Guarantee and Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that (if such parent is a Borrower or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor) to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions reasonably requested by the Administrative Agent in order to create a perfected security interest with the priority required by the Collateral Documents in any uncertificated Equity Interests of such Subsidiary that are required to constitute Collateral under the Loan Documents, as reasonably requested by the Administrative Agent and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Guarantee and Security Agreements Agreement in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and any instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that (if such parent is a Borrower or is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement or becomes a Guarantor) to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and any instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and statements, delivery of stock and membership interest certificates, delivery of promissory notes duly endorsed in favor of the Administrative Agent, and the execution, delivery, filing and recording of any such other documents, statements, assignments, instruments, agreements or other papers) may be necessary in the reasonable opinion of reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(E) cause each such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to Guarantee the Obligations; and
(F) cause each such Subsidiary to deliver to the Administrative Agent copies of its Organization Documents,
(ii) within thirty (30) days (with respect to any Domestic Subsidiary) or forty-five (45) days (with respect to any Foreign Subsidiary) after the request therefor by the Administrative AgentAgent (or such longer period as may be reasonably acceptable to the Administrative Agent if the Loan Parties are diligently pursuing compliance herewith), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent Agent, the other Agents and the other Secured PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent Agent, with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, existing surveys or existing environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).and
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent and at such times as shall be required by the Collateral and Guarantee Requirement and the Collateral Documents, as the case may be, and will take, or cause the relevant Loan Party to take, such actions and at such times as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement, the Term Loan Intercreditor Agreement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly wholly-owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly wholly-owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded or any wholly-owned Subsidiary becoming a Material Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary and U.S. Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary or U.S. Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (includingincluding without limitation the Term Loan Intercreditor Agreement and, with respect to Mortgages, the documents listed in Section 6.13(b))section (f) of the definition of “Collateral and Guarantee Requirement”, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements Collateral Documents required to be delivered on or in effect on connection with the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary and U.S. Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and U.S. Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary and U.S. Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including including, in the case of Domestic Subsidiaries and U.S. Subsidiaries, the recording of Mortgages, the filing of Uniform Commercial Code PPSA and UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiE) within thirty (30) days after subject to Section 6.18, cause each New Zealand Subsidiary that is required to deliver a Guarantee under the request therefor by the Administrative Agent, Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably requestNew Zealand Guaranty; and
(iiiii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, assessments in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:possession or under its reasonable control;
(i) obtain the Borrower shall provide the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) Promptly after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property (other than leasehold interests) by any Loan Party and (other than any New Zealand Loan Party), if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter and, within one hundred twenty (120) days after the acquisition thereof (or such longer period as the Administrative Agent may agree in its discretion), shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement Requirement, and the Borrower will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bsection (f) with respect to real propertyof the definition of the “Collateral and Guarantee Requirement”.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly Owned Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded Subsidiary):Subsidiary or designation of any Subsidiary as a Guarantor pursuant to the definition of Guarantors:
(i) within ninety sixty (9060) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))or joinders or supplements thereto, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement Agent (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (extent applicable, consistent with the Security Agreements Agreement and other Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xB) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged applicable Person in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;an Acceptable Intercreditor Agreement); and
(DC) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens with the priority required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(ii) within thirty (30) days after the request therefor by such formation, acquisition, designation or occurrence (or such longer period as the Administrative AgentAgent may agree in its reasonable discretion), deliver cause each such Restricted Subsidiary to furnish to the Administrative Agent a signed copy description of an opinion, addressed the Material Real Properties owned by such Restricted Subsidiary in detail reasonably satisfactory to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; andAgent;
(iii) as promptly as practicable after the request therefor by the Administrative AgentCollateral Agent and to the extent in the Borrowers’ possession, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or applicable environmental assessment reports; providedprovided that with respect to any Foreign Subsidiary the requirements of this Section 6.10 shall be satisfied prior to it becoming a Guarantor; and
(iv) within ninety (90) days after such formation, howeveracquisition, that designation or occurrence (or such longer period as the Borrower Administrative Agent may elect, agree in its sole reasonable discretion), or, if flood due diligence and flood compliance has not been completed within such period, upon confirmation from the Administrative Agent and the Lenders that flood due diligence and flood compliance as required by Section 6.06 has been completed, with respect to any Material Real Property required to be identified pursuant to the foregoing clause (ii), cause any Excluded each such Restricted Subsidiary to become subject such Material Real Property to a Guarantor, Lien to the extent required by the Collateral and Guarantee Requirement and take all actions referred to in which case, paragraph (f) of the definition of “Collateral and Guarantee Requirement” and such Excluded Subsidiary other actions as shall comply with this clause (a)be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien or otherwise in connection therewith.
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party and Party, if such personal property or Material Real Property shall not already be subject to a perfected Lien (subject to Permitted Liens) under the Collateral Documents with the priority required pursuant to the Collateral and Guarantee RequirementRequirement and is required to be, the Borrowers shall promptly give notice thereof to the Administrative Agent and promptly thereafter within ninety (90) days (or such longer period as the Administrative Agent may agree in its reasonable discretion) of the date of such acquisition, or, if flood due diligence and flood compliance has not been completed within such period, upon confirmation from the Administrative Agent and the Lenders that flood due diligence and flood compliance as required by Section 6.06 has been completed, shall cause such assets Material Real Property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, all actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and such other actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to Lien or otherwise in Section 6.13(b) with respect to real propertyconnection therewith.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the each Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Subsidiary that is a Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or upon any Subsidiary ceasing to be an Excluded Subsidiary, to the designation in accordance with Section 6.15 of any existing direct extent such Subsidiary is (or indirect wholly owned will become) a Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
(i) in the case of any such Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement, within ninety sixty (9060) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Guaranty Supplements, Security Agreement Supplements, Intellectual Property Security Agreements a counterpart of the Intercompany Note (accompanied by an undated allonge for the Intercompany Note executed in blank), a counterpart of the ABL Intercreditor Agreement and other guaranties, security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent consistent, where applicable, with the Mortgages, Security Agreement, Intellectual Property Security Agreements Guaranty and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required (or has elected) to be a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as are reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent consistent, where applicable, with the Security Agreements Agreement and other Collateral Documents as in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required (or has elected) to be a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required (or has elected) to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements or recordations and delivery of stock and membership interest certificates) that may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and or by general principles of equity;,
(ii) within thirty (30) days after the request therefor if requested by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a5.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:[Reserved].
(ic) obtain the security interests If, at any time and Senior Guarantees set forth on Schedule 1.01A on or prior from time to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) time after the Closing Date, concurrently any Domestic Subsidiary ceases to constitute an Immaterial Subsidiary in accordance with (x) the acquisition definition of any material personal property by any Loan Party or (y) “Immaterial Subsidiary”, then the acquisition of any Material Real Property by any Borrowers shall cause such Subsidiary to become an additional Loan Party and take all the actions contemplated by Section 5.11(a) as if such personal property Subsidiary were a newly-formed Domestic Subsidiary of the Borrowers.
(d) If, at any time after the Closing Date, any Restricted Subsidiary becomes an obligee or Material Real Property shall not already be subject to a perfected Lien pursuant to obligor of any intercompany Indebtedness, then the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter Borrowers shall cause such assets Restricted Subsidiary to be subjected authorize, execute and deliver a counterpart of the Intercompany Note.
(e) The Loan Parties shall use commercially reasonable efforts to obtain a Lien Collateral Access Agreement from any Person with whom a Loan Party enters into a lease after the Closing Date for a warehouse or distribution center prior to entering into such lease, to the extent required by the ABL Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior pursuant to the date that is three months after terms of the Closing Date, or such later date as the Administrative Agent may agreeABL Credit Agreement.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to any applicable limitation in any Collateral Document (including Section 6.12), take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, includingfollowing actions:
(a) Upon within ninety days of the formation or acquisition occurrence of any new direct Grant Event (or indirect wholly owned Domestic Restricted Subsidiary (such longer period as the Controlling Party may agree in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):its reasonable discretion),
(i) within ninety (90) days after such formation, acquisition or designation:
(A) cause each such Domestic the Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description subject of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory Grant Event to execute the Administrative AgentGuaranty (or a joinder thereto);
(Bii) cause (x) each such Domestic the Restricted Subsidiary that is required to become a Guarantor pursuant to subject of the Collateral and Guarantee Requirement Grant Event to duly execute and deliver to the Administrative Collateral Agent Mortgages, a Security Agreement Supplements, Supplement and any applicable Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, its registered and applied for intellectual property;
(iii) cause the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount Restricted Subsidiary subject of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect Grant Event (and any parent of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required a Loan Party) to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee RequirementSecurity Agreement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law), the Global Intercompany Notes and all other instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Security Agreement, endorsed in blank, to the Collateral DocumentsAgent and (y) if such Restricted Subsidiary is a Foreign Subsidiary, indorsed deliver such additional security documents and enter into additional collateral arrangements in blank the jurisdiction of such Foreign Subsidiary reasonably satisfactory to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative AgentControlling Party;
(Div) upon the reasonable request of the Administrative Agent or the Controlling Party, take and cause such Domestic the Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary subject of the Grant Event to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) such customary actions as may be necessary in the reasonable opinion of the Administrative Agent Controlling Party to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid perfected Liens (subject to Liens permitted under Section 7.01) in the Equity Interests of such Restricted Subsidiary and the personal property and fixtures of such Restricted Subsidiary to the extent required by the Security Agreement or the other Collateral and Guarantee RequirementDocuments, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiv) within thirty (30) days after the upon request therefor by of the Administrative AgentAgent or the Controlling Party, deliver to the Administrative Agent a signed copy of an a customary 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 such matters set forth in this Section 6.11(a) as the Administrative Agent or the Controlling Party may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, actions relating to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with Liens on real property are governed by Section 6.11(b) and not this clause (aSection 6.11(a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Mister Car Wash, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Guarantor Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, then the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):Borrower shall, at the Borrower’s expense:
(i) within ninety (90) 30 days after such formationformation or acquisition, acquisition or designation:cause such Guarantor Subsidiary, to duly execute and deliver to the Administrative Agent a counterpart of the Subsidiary Guaranty, guaranteeing the other Loan Parties’ obligations under the Loan Documents;
(Aii) cause each within 30 days after such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to formation or acquisition, furnish to the Administrative Agent a description any Material Owned Real Property and Material Owned Leased Property of the Material Real Properties owned by such Domestic Restricted Guarantor Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(Biii) (A) cause (x) each such Domestic Restricted Guarantor Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgageswithin 90 days after such formation or acquisition, deeds of trust, trust deeds, deeds to secure debt and/or mortgages covering Material Owned Real Property of such Guarantor Subsidiary, (B) cause such Guarantor Subsidiary to duly execute and deliver to the Administrative Agent within 120 days after such formation or acquisition, leasehold mortgages or leasehold deeds of trust with respect to all Material Leased Real Property of such Guarantor Subsidiary where the terms of the lease of such Material Leased Property (or applicable state law, if such lease is silent on the issue) do not prohibit a mortgage thereof, (C) cause such Guarantor Subsidiary to use commercially reasonable efforts to duly execute and deliver to the Administrative Agent within 120 days after such formation or acquisition, leasehold mortgages or leasehold deeds of trust with respect to all Material Leased Real Property of such Guarantor Subsidiary where the terms of the lease of such Material Leased Property (or applicable state law, if such lease is silent on the issue) prohibit a mortgage thereof; provided, that the Borrower shall use commercially reasonable efforts to deliver estoppel and consent agreements executed by the lessors of such Material Leased Real Property; provided, further, that the Borrower shall (x) deliver the initial requested form of consent to the lessor within 30 days after such formation or acquisition and (y) initiate communications with the lessors on the status of all such consents within 60 days after such formation or acquisition; provided, however, that if any consent has not been executed and returned to the Administrative Agent in a form reasonably satisfactory to the Administrative Agent within 90 days after such formation or acquisition, then the Administrative Agent shall determine in its reasonable discretion whether such Subsidiary Guarantor has satisfied its obligations hereunder or whether such Subsidiary Guarantor’s obligations hereunder shall be extended for an additional period of time to be determined by the Administrative Agent, and (D) cause such Guarantor Subsidiary to duly execute and deliver to the Administrative Agent within 60 days after such formation or acquisition, supplements to the Security Agreement SupplementsAgreement, supplements to the Intellectual Property Security Agreements and other security agreements and documents (includingpledge agreements, with respect to Mortgages, the documents listed in Section 6.13(b))all such cases, as reasonably requested specified by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgagesincluding delivery of all Pledged Equity Interests and Pledged Debt in and of such Guarantor Subsidiary, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on instruments representing the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Pledged Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, in certificated form accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing or the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, Pledged Debt indorsed in blank to the Administrative Agent extent required by the Security Agreement), in all such cases to the same extent that such documents and (y) cause each direct or indirect parent instruments would have been required to have been delivered by Persons that were Guarantor Subsidiaries on the Restatement Date, securing payment of all the Obligations of such Domestic Restricted Guarantor Subsidiary that is required to be a Guarantor pursuant to under the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Loan Documents, indorsed in blank to the Administrative Agent;
(Div) take (A) within 60 days after such formation or acquisition in the case of personal property, (B) within 90 days after such formation or acquisition in the case of Material Owned Real Property, and (C) within 120 days after such formation or acquisition in the case of Material Leased Real Property, cause such Domestic Restricted Guarantor Subsidiary and each direct or indirect parent to take, or, in the case of Material Leased Real Property where the terms of the lease of such Domestic Restricted Material Leased Real Property (or applicable state law, if such lease is silent on the issue) prohibit a mortgage thereof, cause such Guarantor Subsidiary to take use commercially reasonable efforts to take, whatever additional action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements statements, the giving of notices and delivery the endorsement of stock and membership interest certificatesnotices on title documents) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens required by on the Collateral properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt and/or mortgages, leasehold mortgages or leasehold deeds of trust, supplements to the Security Agreement, supplements to the Intellectual Property Security Agreements and Guarantee Requirementsecurity and pledge agreements delivered pursuant to Section 6.12(a)(iii), enforceable against all third parties parties, in accordance with their terms, except as all such enforceability may be limited cases to the same extent that such action would have been required to have been taken by Debtor Relief Laws and by general principles of equityPersons that were Guarantor Subsidiaries on the Restatement Date;
(iiv) within thirty (30) days after the request therefor by deliver to the Administrative Agent, deliver to upon the request of the Administrative Agent in its reasonable discretion, a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent (A) as to the validity and enforceability of the agreements entered into pursuant to clause (iii)(A) above, and as to such other related matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request, within 90 days after such formation or acquisition, (B) as to the validity and enforceability of the agreements entered into pursuant to clause (iii)(B) and, to the extent a mortgage is filed thereon, (iii)(C) above, and as to such other related matters as the Administrative Agent may reasonably request, within 120 days after such formation or acquisition, and (C) as to the validity and enforceability of the agreements entered into pursuant to clauses (i) and (iii)(D) above, and as to such other related matters as the Administrative Agent may reasonably request, within 60 days after such formation or acquisition; and
(iiivi) (A) within 90 days after such formation or acquisition in the case of Material Owned Real Property and (B) within 120 days after such formation or acquisition in the case of Material Leased Real Property, cause such Guarantor Subsidiary to provide, or, in the case of Material Leased Real Property where the terms of the lease of such Material Leased Real Property (or applicable state law, if such lease is silent on the issue) prohibit a mortgage thereof, cause such Guarantor Subsidiary to use commercially reasonable efforts to provide, the Administrative Agent with a legal description of all Material Owned Real Property and Material Leased Real Property, as promptly applicable, from which any As-Extracted Collateral (as practicable defined in the Security Agreement) will be severed or to which As-Extracted Collateral (as defined in the Security Agreement) otherwise relates, together with the name of the record owner of such Material Owned Real Property or Material Leased Real Property, as applicable, the county in which such Material Owned Real Property or Material Leased Real Property, as applicable, is located and such other information as may be necessary or desirable to file real property related financing statements, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and/or leasehold deeds of trust under Section 9-502(b) or 9-502(c) of the UCC or any similar legal requirements.
(b) Upon the acquisition of any Material Owned Real Property or Material Leased Real Property by any Loan Party other than pursuant to any acquisition covered by Section 6.12(a), the Borrower shall, at the Borrower’s expense:
(i) within 30 days after such acquisition, furnish to the request therefor by Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent;
(ii) (A) with respect to Material Owned Real Property, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent within 90 days after such acquisition, deeds of trust, trust deeds, deeds to secure debt and/or mortgages, (B) with respect to each parcel of Material Leased Real Property where the terms of the lease of such Material Leased Real Property (or applicable state law, if such lease is silent on the issue) do not prohibit a mortgage thereof, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent within 120 days after such acquisition, leasehold mortgages or leasehold deeds of trust, and (C) with respect to Material Leased Real Property where the terms of the lease of such Material Leased Real Property (or applicable state law, if such lease is silent on the issue) prohibit a mortgage thereof, cause the applicable Loan Party to use commercially reasonable efforts to duly execute and deliver to the Administrative Agent within 120 days after such acquisition, leasehold mortgages or leasehold deeds of trust; provided, that is owned the Borrower shall use commercially reasonable efforts to deliver estoppel and consent agreements executed by the lessors of such Domestic Restricted SubsidiaryMaterial Leased Real Property; provided, any existing title reportsfurther, surveys or environmental assessment reportsthat the Borrower shall (x) deliver the initial requested form of consent to the lessor within 30 days after such acquisition and (y) initiate communications with the lessors on the status of all such consents within 60 days after such acquisition; provided, however, that if any consent has not been executed and returned to the Borrower may electAdministrative Agent in a form reasonably satisfactory to the Administrative agent within 90 days after such acquisition, then the Administrative Agent shall determine in its reasonable discretion whether such Subsidiary Guarantor has satisfied its obligations hereunder or whether such Subsidiary Guarantor’s obligations hereunder shall be extended for an additional period of time to be determined by the Administrative Agent, in the case of clauses (A), (B) and (C), 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;
(iii) (A) within 90 days after such acquisition in the case of Material Owned Real Property, and (B) within 120 days after such formation or acquisition in the case of Material Leased Real Property, cause the applicable Loan Party to take, or, in the case of Material Leased Real Property where the terms of the lease of such Material Leased Real Property do not permit a mortgage thereof, cause such Loan Party to use commercially reasonable efforts to take, whatever additional action (including the recording of mortgages and the filing of Uniform Commercial Code financing statements) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties;
(iv) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole reasonable discretion, to cause any Excluded Subsidiary to become a Guarantorsigned copy of an opinion, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof addressed to the Administrative Agent and promptly thereafter shall cause the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent (A) as to the validity and enforceability of the Collateral Documents entered into pursuant to clause (ii)(A) above and as to such assets other related matters as the Administrative Agent may reasonably request, within 90 days after such acquisition and (B) as to be subjected the validity and enforceability of the Collateral Documents entered into pursuant to a Lien clause (ii)(B) and, to the extent required by the Collateral a mortgage is filed thereon, (ii)(B) above and Guarantee Requirement and will take, or cause the relevant Loan Party as to take, such actions other related matters as shall be necessary or reasonably requested by the Administrative Agent may reasonably request, within 120 days after such acquisition; and
(v) (A) within 90 days after such acquisition in the case of Material Owned Real Property and (B) within 120 days after such acquisition in the case of Material Leased Real Property, cause such Guarantor Subsidiary to grant provide, or, in the case of Material Leased Real Property where the terms of the lease of such Material Leased Real Property (or applicable state law, if such lease is silent on the issue) prohibit a mortgage thereof, cause such Guarantor Subsidiary to use commercially reasonable efforts to provide, the Administrative Agent with a legal description of all Material Owned Real Property and perfect Material Leased Real Property, as applicable, from which any As-Extracted Collateral (as defined in the Security Agreement) will be severed or to which Xx- Extracted Collateral (as defined in the Security Agreement) otherwise relates, together with the name of the record owner of such Lien, includingMaterial Owned Real Property or Material Leased Real Property, as applicable, the actions referred county in which such Material Owned Real Property or Material Leased Real Property, as applicable, is located and such other information as may be necessary or desirable to in file real property related financing statements, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages and/or leasehold deeds of trust under Section 6.13(b9-502(b) with respect to real propertyor 9-502(c) of the UCC or any similar legal requirements.
(c) Notwithstanding Use commercially reasonable efforts to not enter into any lease prohibiting the foregoinggranting of any mortgage or other security interest thereon (and the exercise of remedies with respect thereto), the Borrower shall not be required in each case to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agreefor the benefit of the Secured Parties, with respect to any Material Leased Real Property acquired after the Restatement Date. The foregoing requirements of Section 6.12(a) and (b) shall not apply to (i) those assets over which the granting of security interests in such assets would be prohibited by contract, applicable law or regulation or, with respect to the assets of any non-wholly owned subsidiary, the organizational documents of such non-wholly owned subsidiary, (ii) payroll, tax and other trust accounts, and (iii) those assets as to which the Administrative Agent and the Borrower reasonably determine that the cost of obtaining such security interest or perfection thereof are excessive in relation to the benefit to the Lenders of the security to be afforded thereby.
Appears in 1 contract
Samples: Credit Agreement (Patriot Coal CORP)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, subject to any applicable limitation in any Loan Document (including Section 6.12), take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, includingfollowing actions:
(a) Upon within ninety days of the formation or acquisition occurrence of any new direct Grant Event (or indirect wholly owned Domestic Restricted Subsidiary (such longer period as the Administrative Agent may agree in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):its reasonable discretion),
(i) within ninety (90) days after such formation, acquisition or designation:
(A) cause each such Domestic the Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description subject of the Material Real Properties owned Grant Event to execute and deliver the Guaranty (or a joinder thereto), which may be accomplished by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agentexecuting a Guaranty Supplement;
(Bii) cause (x) each such Domestic the Restricted Subsidiary that is required subject of the Grant Event to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements(or a supplement thereto), which may be accomplished by executing a Security Agreement Supplement;
(iii) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver any applicable Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, its registered or applied for Intellectual Property Security Agreements and other security agreements in effect on constituting Collateral;
(iv) cause the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount Restricted Subsidiary subject of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited Grant Event to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to an acknowledgement of the Administrative Agent such Security Original ABL Intercreditor Agreement, the Original Equal Priority Intercreditor Agreement Supplements and any other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirementapplicable Intercreditor Agreement;
(C) (xv) cause each such Domestic the Restricted Subsidiary that subject of the Grant Event (and any Loan Party of which such Restricted Subsidiary is required a direct Subsidiary) to become (1) if such Restricted Subsidiary is a Guarantor pursuant to corporation or has “opted into” Article 8 of the Collateral and Guarantee Requirement to Uniform Commercial Code, deliver any and all certificates representing its Equity Interests (to the extent certificated) that constitute Collateral and are required to be pledged delivered pursuant to the Collateral and Guarantee RequirementSecurity Agreement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law), (2) execute and deliver a counterparty signature page to the Global Intercompany Note (or a joinder thereto), (3) deliver all instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the constitute Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged delivered pursuant to the Security Agreement, endorsed in blank, to the Collateral Agent, and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by (4) if such Domestic Restricted Subsidiary is a Foreign Subsidiary, deliver such additional security documents and required to be pledged enter into additional collateral arrangements in accordance with the Collateral Documents, indorsed in blank jurisdiction of such Foreign Subsidiary reasonably satisfactory to the Administrative Agent;
(Dvi) upon the reasonable request of the Administrative Agent, take and cause such Domestic the Restricted Subsidiary the subject of the Grant Event and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to this Agreement that directly holds Equity Interests in such Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) such customary actions as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid perfected Liens (subject to Permitted Liens) in the Equity Interests of such Restricted Subsidiary and the personal property and fixtures of such Restricted Subsidiary to the extent required by the Collateral and Guarantee RequirementLoan Documents, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by applicable Debtor Relief Laws and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law);
(iivii) within thirty (30) days after the upon request therefor by of the Administrative Agent, Agent deliver to the Administrative Agent a signed copy of an a customary 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after provided that such matters are not inconsistent with those addressed in opinions delivered on the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys Closing Date or environmental assessment reportscustomary market practice; provided, however, that the Borrower may elect, in its sole discretion, actions relating to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with Liens on real property are governed by Section 6.11(b) and not this clause (aSection 6.11(a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)::
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted SubsidiarySubsidiary that have a book value in excess of $5,000,000 (each such real property, a “Specified Real Property”) in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) Mortgages (with respect to each Specified Real Property owned by such Restricted Subsidiary), Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by to be granted pursuant to the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificatedconstituting certificated securities) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificatedconstituting certificated securities) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a guarantor pursuant to the Guarantee and Collateral Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Restricted SubsidiarySubsidiary and has a book value in excess of $5,000,000, any existing title reports, surveys or environmental assessment reports; provided, however, that reports to the Borrower may elect, in extent obtained by any Loan Party or any of its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a)Subsidiaries.
(b) The Borrower shall:
(i) obtain [reserved];
(ii) the Borrower shall provide the security interests and Senior Guarantees set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01B; and
(iiiii) after the Closing Date, concurrently with within thirty (30) days (or such longer period as the Administrative Agent may agree in its discretion) after (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $5,000,000, and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to owned real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At From and after the Closing Date, at the Borrower’s expense, in accordance with and subject to the terms, conditions, and limitations of Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent or the Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation formation, incorporation or acquisition of any new direct or indirect wholly owned Domestic Restricted Material Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Material Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):) or upon any wholly owned Material Subsidiary ceasing to be an Excluded Subsidiary:
(i) within the later of forty-five (45) days (or ninety (90) days in the case of any item or deliverable with respect to Material Real Property and subject to the limitations set forth in Section 6.13(b)) or the date of delivery of the Compliance Certificate for any fiscal quarter in which such formation, incorporation, acquisition or designation occurred (or, in each case, such longer period as the Administrative Agent may agree to in its reasonable discretion) after such formation, incorporation, acquisition or designation:
(A1) cause each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Collateral Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Material Subsidiary in detail reasonably satisfactory to the Administrative Collateral Agent;
(B2) cause (x) each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Collateral Agent MortgagesMortgages with respect to any Material Real Property, joinders to the Guaranty, Security Agreement Supplements, Intellectual Property Security Agreements and any applicable Intercreditor Agreement and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))) and subject to the limitation set forth therein) required by the Collateral Documents or, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral Guarantees and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x3) cause each such Domestic Restricted Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificatedcertificated and required to be delivered pursuant to the Collateral Document under which a security interest has been granted over such Equity Interests) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Material Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D4) take and cause such Domestic Restricted the applicable Material Subsidiary and each direct or indirect parent of such Domestic Restricted applicable Material Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of financing statements under the Uniform Commercial Code financing statements or other applicable Laws and other applicable registration forms and filing statements, and delivery of stock and other membership interest certificatescertificates and powers to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected (to the extent required by the Collateral and Guarantee Requirement and the Collateral Documents) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(ii) within thirty (3045) days (or ninety (90) days in the case of any opinion with respect to Material Real Property and subject to the limitations set forth in Section 6.13(b)) (or, in each case, such longer period as the Administrative Agent may agree to in its reasonable discretion and, in any event, not prior to the date of delivery of the Compliance Certificate for any fiscal quarter in which such formation, incorporation, acquisition or designation occurred) after the request reasonable request, if any, therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinionone or more customary opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel counsel(s) for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iiib) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect extent not executed and delivered on the Closing Date, execute and deliver, or cause to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiarybe executed and delivered, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees Collateral Documents set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees Collateral Documents set forth on Schedule 1.01A1.01B (or later date(s) as the Administrative Agent may agree to in its reasonable discretion); and
(iii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by any Loan Party other than Holdings, and if to the extent such personal property or Material Real Property shall not already be subject to a valid and perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Collateral Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect ). In the event that any Loan Party that is a limited liability company divides itself into two or more limited liability companies (pursuant to real property.
(c) Notwithstanding a “plan of division” as contemplated under the foregoingDelaware Limited Liability Company Act or otherwise), any limited liability companies formed as a result of such division, unless as otherwise consented to by the Borrower Administrative Agent, shall not be required to deliver any Mortgages or related documentation prior to comply with the date that is three months after Collateral and Guarantee Requirement and obligations set forth in this Section 6.11 and Section 6.13 and the Closing Date, or such later date as other future assurances obligations set forth in the Administrative Agent may agreeLoan Documents.
Appears in 1 contract
Samples: Credit Agreement (Solo Brands, Inc.)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s Borrowers’ expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon including upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Wholly-Owned Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.13 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary (other than or any Excluded Subsidiary ceasing to be an Excluded Subsidiary):
Subsidiary or any Restricted Subsidiary that is not a Loan Party merging or amalgamating with a Loan Party in accordance with the proviso in Section 7.04(a), within sixty (i) within ninety (9060) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgagesor the Collateral Agent (as appropriate) pledges, guarantees, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b))or joinders or supplements thereto, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Agreement and other Collateral Documents in effect on the Closing DateDate or required, as of the Closing Date to be delivered in accordance with Section 6.12), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (xB) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and (if applicable) instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(DC) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and intellectual property security agreements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected first priority Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law); and
(iiD) within thirty (30) days after to the request therefor extent reasonably requested by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 cause each such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a)deliver customary board resolutions and officers certificates.
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary that have a Fair Market Value in excess of $2,500,000 in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Guarantee Supplements, Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by subject to the effects of Debtor Relief Laws and by general principles of equity;equity (whether considered in a proceeding in equity or law),
(ii) in the case of any such wholly owned Domestic Subsidiary having assets with a Fair Market Value in excess of $15,000,000 (determined at the time of such formation, acquisition or designation and after giving effect to any transfers and Investments to be made in such Subsidiary thereafter as contemplated by any transaction relating to such formation, acquisition or designation), within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Restricted SubsidiarySubsidiary and has a Fair Market Value in excess of $2,500,000, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) the Borrower shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01B; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property by any Loan Party and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) At Holdings’ and the Borrower’s expense, promptly take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:.
(ab) Upon Without limiting the foregoing provisions of Section 6.11(a), upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):Party:
(i) within ninety ten (9010) days after such formationformation or acquisition (or, acquisition in the case of clause (iii) below, within ten (10) days after receipt of such approvals, to the extent such approvals are so required) or designationsuch longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor grant Liens on its property under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned or leased by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor grant Liens on its property pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Mortgages, Security Agreement Supplements, Pledge Agreement Supplements, Intellectual Property Security Agreements, Control Agreements and a counterpart of the Intercompany Note and the Intercreditor Agreement and to execute, deliver, file and record any such other documents, statements, assignments, instruments, agreements or other papers and take all other actions (with the priority required by the Collateral Documents and subject to the Intercreditor Agreement) necessary in order to create a perfected security agreements interest in and documents lien on all of its assets that are required to be pledged pursuant to the Collateral and Guarantee Requirement (including, with respect to the Real Properties covered by such Mortgages, the documents listed in, and satisfaction of all the requirements set forth in, Section 6.13(b), with the requirement set forth in Section 6.13(b) to be satisfied within thirty (30) days after the request therefor by the Administrative Agent (or such longer period as the Administrative Agent may agree in its discretion), and with the requirements set forth in Section 6.13(b) to be satisfied as promptly as practicable after the request therefor by the Administrative Agent), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (to the extent applicable due to similar jurisdiction and/or type of property, consistent with the Mortgages, Security Agreement, Pledge Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by by, and satisfying all the other requirements set forth in, the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and Pledge Agreement Supplements and to execute, deliver, file and record any such other security documents, statements, assignments, instruments, agreements or other papers and take all other actions (with the priority required by the Collateral Documents and subject to the Intercreditor Agreement) as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (to the extent applicable due to similar jurisdiction and/or type of property, consistent with the Security Agreements Agreement and Pledge Agreement in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) subject to the receipt of any approvals required under applicable Gaming Laws, (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent (or the First Lien Administrative Agent as provided in the Intercreditor Agreement) and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, Documents indorsed in blank to the Administrative AgentAgent (or the First Lien Administrative Agent as provided in the Intercreditor Agreement);
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and (subject to applicable Gaming Laws) delivery of stock and membership interest certificates and delivery of promissory notes duly endorsed in blank (if any such Investment is by way of stock or membership interest certificates) or in favor of the Administrative Agent (if any such Investment is by way of loan or advance)) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;
(E) cause each such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent a Guaranty Supplement or a new guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Obligations; and
(F) cause each such Subsidiary to deliver to the Administrative Agent (or, to the extent required by the Intercreditor Agreement, the First Lien Administrative Agent) such documents and certificates as would have been required pursuant to Sections 4.01(a)(iii) and (vi) had such Subsidiary been a Subsidiary on the Closing Date; and
(ii) within thirty ten (3010) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its discretion), deliver to the Administrative Agent a signed copy of an 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 such matters of law set forth in this Section 6.11(a6.11(b) as the Administrative Agent may reasonably request; and.
(iiic) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel Without limitation of Material Real Property that is owned by such Domestic Restricted Subsidiary, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Dateof this Section 6.11, concurrently with (x) the acquisition of any material personal property by any Loan Party or Party, (y) the acquisition of any Material owned Real Property by any Loan Party that is required to be subject to a Lien for the benefit of the Lenders pursuant to the Collateral and if Guarantee Requirement or (z) the entering into, or renewal, by any Loan Party of a material ground lease in respect of Real Property that is required to be subject to a Lien for the benefit of the Lenders pursuant to the Collateral and Guarantee Requirement, and such personal property or Material property, owned Real Property or lease shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, Holdings or the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, Real Property; provided that the Borrower shall not be need to take, or cause any Loan Party to take, any such action with respect to owned Real Property with a Fair Market Value of less than $1,000,000, so long as the aggregate Fair Market Value of all Real Properties owned by Holdings and the Subsidiaries not already subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement is less than $5,000,000 (in each case, unless an equivalent action is taken or required to deliver any Mortgages or related documentation prior be taken pursuant to the date First Lien Loan Documents). Holdings and the Borrower will make arrangements to ensure that is three months all actions required by this Section 6.11 and all filings and recordations made pursuant to Section 6.13 are taken or made no later than one (1) Business Day after any equivalent actions or filings or recordings are made or taken pursuant to the Closing Date, or such later date as the Administrative Agent may agreeFirst Lien Loan Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon (i) the formation or acquisition of any new direct or indirect wholly owned Wholly Owned Domestic Material Subsidiary by the Borrower or any Restricted Subsidiary Subsidiary, (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiaryii) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Wholly Owned Domestic Material Subsidiary as a Restricted Subsidiary or (other than iii) any Domestic Subsidiary becoming a Wholly Owned Domestic Material Subsidiary that is not, in the case of clauses (i), (ii) or (iii), an Excluded Subsidiary)::
(i) within ninety forty five (9045) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Material Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent MortgagesMortgages with respect to any Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Material Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged by such Domestic Material Subsidiary pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Material Subsidiary and required to be pledged by it pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent Agent); and
(D) take and (y) cause each direct or indirect parent of such Domestic Restricted Material Subsidiary that is required to be become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificatescertificates to the extent certificated) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;equity (regardless of whether enforcement is sought in equity or at law).
(ii) within thirty forty-five (3045) days after the request therefor by the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(aclause (a) above as the Administrative Agent may reasonably request; and.
(iiib) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property by the Borrower or any Loan Party Restricted Subsidiary that is a Guarantor, and if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets Material Real Property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property).
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months within 60 days after the Closing Date, or such later date as deliver to the Administrative Agent may agreeone or more global promissory notes, in form and substance reasonably satisfactory to the Administrative Agent, evidencing all Pledged Debt that constitutes intercompany Indebtedness.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the BorrowerCompany’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary that have a book value in excess of $3,000,000 in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements Agreements, Guaranties and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), in the case of such other security agreements and documents as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the reasonable request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Restricted SubsidiarySubsidiary and has a book value in excess of $3,000,000, to the extent such items are in the possession of, or under the control of, the Company, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party Party, or (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $3,000,000, and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee RequirementDocuments, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent or the First Lien Collateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or and upon the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary):by any Loan Party:
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the any owned Material Real Properties owned by such Domestic Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to comply with the Collateral and Guarantee Requirement, including to duly execute and deliver to the Administrative Agent or the First Lien Collateral Agent (as appropriate) Mortgages, with respect to any owned Material Real Properties, Security Agreement Supplements, a counterpart to the Intercompany Note, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Mortgage, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative First Lien Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative First Lien Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative First Lien Collateral Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other First Lien Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by Borrower or such Domestic Restricted Subsidiary, Subsidiary and has a book value in excess of $2,500,000 any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or Party, (y) the acquisition of any owned Material Real Property by any Loan Party Properties and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real propertyMaterial Real Properties.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior to the date that is three months after the Closing Date, or such later date as the Administrative Agent may agree.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the BorrowerCompany’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary or Qualified Foreign Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 of any existing direct or indirect wholly owned Domestic Subsidiary or Qualified Foreign Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)::
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned or leased by such Domestic Restricted SubsidiarySubsidiary that (x) in the case of owned properties, have a book value in excess of $5,000,000 or (y) in the case of leased properties, are expected to have aggregate annual rental payments in excess of $1,000,000, in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property (A) that is owned by such Domestic Restricted SubsidiarySubsidiary and has a book value in excess of $5,000,000 or (B) that is leased by such Restricted Subsidiary under a lease requiring aggregate annual rental payments in excess of $1,000,000, any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) The Company shall use its commercially reasonable efforts to create and perfect security interests in the leased real properties set forth on Schedule 1.01A;
(ii) the Company shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01B; and
(iiiii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or Party, (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $5,000,000 or (z) the entering into, or renewal, by any Loan Party of a lease in respect of real property requiring aggregate annual rental payments in excess of $1,000,000, and if such personal property, owned real property or Material Real Property lease shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Company shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding the foregoing, the Borrower shall not be required to deliver any Mortgages On or related documentation prior to the date that is three months after the Closing Date, of designation of any Overseas Revolver Borrower in accordance with Section 2.14 or such later date as the Administrative Agent may agreeagree in its discretion, the Company shall, in each case at the Company’s expense (A) to the extent required by the Collateral and Guarantee Requirement, cause each Qualified Foreign Subsidiary of such Overseas Revolver Borrower and each direct and indirect parent of such Overseas Revolver Borrower to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the obligations of such Overseas Revolver Borrower under the Loan Documents in accordance with the Collateral and Guarantee Requirement, (B) to the extent required by the Collateral and Guarantee Requirement, cause such Overseas Revolver Borrower, its Qualified Foreign Subsidiaries and, to the extent that it has not already done so, each direct or indirect parent of the Overseas Revolver Borrower, at the Company’s expense, to execute, deliver, file and record any documents, statements, assignment, instrument, agreement or other paper and take all other actions necessary in order to create a perfected security interest (to the extent possible under local Law and with the priority required by the Collateral Documents) in all of the assets (subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction)) of such Overseas Revolver Borrower and each of its Qualified Foreign Subsidiaries and direct or indirect parents that are required to secure their respective obligations under the Loan Documents pursuant to the Collateral and Guarantee Requirement, (C) deliver to the Administrative Agent an opinion of counsel, addressed to the Administrative Agent and the other Secured Parties, reasonably acceptable to the Administrative Agent addressing the matters set forth in clause (B) above (if applicable) and such other matters as the Administrative Agent may reasonably request and (D) deliver such other documents or certificates evidencing matters referred to in Section 4.01(a)(iv) and Section 4.01(a)(v) as the Administrative Agent shall reasonably request.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary)::
(i) within ninety thirty (9030) days after such formation, acquisition or designationdesignation or such longer period as the Administrative Agent may agree in its discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties real properties owned by such Domestic Restricted Subsidiary, Subsidiary that have a book value in excess of $7,250,000 in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) Mortgages, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements and other security agreements Collateral Documents in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements in effect on the Original Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Collateral Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Collateral Agent;; and
(D) take take, and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to take become a guarantor pursuant to the Guarantee and Collateral Requirement to take, whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity;,
(ii) within thirty (30) days after the request therefor by the Administrative Agent, deliver to the Administrative Agent a signed copy of an 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 such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; , and
(iii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to each parcel of Material Real Property real property that is owned by such Domestic Restricted Subsidiary, Subsidiary and has a book value in excess of $7,250,000 any existing title reports, surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) [reserved];
(ii) the Borrower shall obtain the security interests and Senior Guarantees set forth on Schedule 1.01A 1.01B on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A1.01B; and
(iiiii) after the Original Closing Date, concurrently with promptly after (x) the acquisition of any material personal property by any Loan Party or (y) the acquisition of any Material Real Property owned real property by any Loan Party with a book value in excess of $7,250,000, and if such personal property or Material Real Property owned real property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such assets to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(b) with respect to real property.
(c) Notwithstanding Upon the foregoing, the Borrower shall not be required to deliver any Mortgages or related documentation prior Orbitz IPO (x) all Collateral granted by Orbitz TopCo and its Subsidiaries pursuant to the date Collateral Documents shall be released and shall be free and clear of all Liens created by the Loan Documents and (y) all other obligations under the Loan Documents of Orbitz TopCo or any of its Subsidiaries that is three months after are Subsidiary Guarantors shall also be released, and the Closing Date, or such later date as Lenders hereby authorize the Administrative Agent may agreeand the Collateral Agent to take all actions requested by Borrower to effectuate such releases.
Appears in 1 contract
Samples: Credit Agreement (Travelport LTD)
Covenant to Guarantee Obligations and Give Security. At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) Upon upon the formation or acquisition of any new direct or indirect wholly owned Domestic Wholly-Owned Restricted Subsidiary (in each case, other than an Unrestricted Subsidiary or an Excluded Subsidiary) by any Loan Party or Party, the designation in accordance with Section 6.15 6.14 of any existing direct or indirect wholly owned Domestic Wholly-Owned Subsidiary as a Restricted Subsidiary, or any Immaterial Subsidiary (other than an Excluded becoming a Material Subsidiary)::
(i) within ninety forty-five (9045) days after such formation, acquisition acquisition, designation or designationoccurrence or such longer period as the Administrative Agent may agree in its reasonable discretion:
(A) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the Material Real Properties owned by such Domestic Restricted Subsidiary, Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(B) cause (x) each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent or the Collateral Agent (as appropriate) the Guaranty (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreements Supplements and other security agreements and documents or joinders or supplements thereto (includingincluding without limitation, with respect to Mortgages, the documents listed in Section 6.13(b)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement, Intellectual Property Security Agreements Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement (provided that, if a mortgage tax will be owed on the entire amount of the indebtedness evidenced hereby, then the amount secured by the Mortgage shall be limited to the fair market value of the property at the time the Mortgage is entered into but only if the effect of such limitation is to cause such mortgage tax to be calculated based upon such fair market value) and (y) each direct or indirect parent of each such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Security Agreements Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (x) cause each such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the intercompany Indebtedness held by such Domestic Restricted Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in blank to the Administrative Agent and (y) cause each direct or indirect parent of such Domestic Restricted Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing the outstanding Equity Interests (to the extent certificated) of such Domestic Restricted Subsidiary that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany Indebtedness issued by such Domestic Restricted Subsidiary and required to be pledged in accordance with the Collateral Documents, indorsed in blank to the Administrative Agent;; and
(D) take and cause such Domestic Restricted Subsidiary and each direct or indirect parent of such Domestic Restricted Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates) may be necessary in the reasonable opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equityequity (regardless of whether enforcement is sought in equity or at law);
(iiE) within thirty (30) days after the request therefor by the Administrative Agent, cause such Restricted Subsidiary to execute and deliver to the Administrative Agent any Acceptable Intercreditor Agreement then in effect (or, in each case, a signed copy of an opinion, addressed joinder or supplement thereto in form and substance reasonably satisfactory to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably requestAgent); and
(iiiii) as promptly as practicable after the request therefor by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent with respect to each parcel of Material Real Property that is owned by such Domestic Restricted SubsidiaryProperty, any existing title reports, title insurance policies and surveys or environmental assessment reports; provided, however, that the Borrower may elect, in its sole discretion, to cause any Excluded Subsidiary to become a Guarantor, in which case, such Excluded Subsidiary shall comply with this clause (a).
(b) The Borrower shall:
(i) obtain the security interests and Senior Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Senior Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, concurrently with (x) the acquisition of any material personal property by any Loan Party or (y) promptly after the acquisition of any Material Real Property (other than leasehold interests and other than any Material Real Property subject to a Lien permitted pursuant to Section 7.01(i) or (o)) by any Loan Party and (or promptly after the date that any Material Real Property of any Loan Party is no longer subject to a Lien permitted pursuant to Section 7.01(i) or (o)), if such personal property or Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, and is required to be the Borrower shall give notice thereof to the Administrative Agent and promptly thereafter within 120 days of such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) shall cause such assets real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.13(bparagraph (f) with respect to real property.
(c) of the definition of Collateral and Guarantee Requirement. Notwithstanding the foregoing, the Borrower shall not be required to deliver Administrative Agent may exclude any Mortgages or related documentation prior to the date Material Real Property that is three months acquired after the Closing Date, or such later date as Date and located in a flood plain from the Administrative Agent may agreeCollateral and Guarantee Requirement.
Appears in 1 contract
