Covenant to Guarantee Obligations and Give Security. Upon the formation or acquisition of any new Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and: (i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement, (ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property, (iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security Documents, enforceable against all third parties in accordance with their terms, (iv) within 30 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request, (v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and (vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documents.
Appears in 2 contracts
Samples: Investment Agreement (Inspirato Inc), Investment Agreement (Inspirato Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Obligor or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Obligor, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersLenders, the Company shall, then in each case at the Company’s Obligors’ expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, within 30 twenty (20) days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Obligor’s obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 twenty (20) days after (A) such request, furnish to the Agent a description of the real and personal properties of the Obligors and their respective Subsidiaries in detail reasonably satisfactory to the Agent and (B) such formation or acquisition, furnish to the Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail satisfactory to the Agent,
(iii) within twenty (20) days after (A) such request or acquisition of property by any such property or any request therefor by the Collateral Agent (or such longer periodObligor, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary Obligor to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent (it being acknowledged and agreed that security agreements in the form and substance similar to those being delivered on the Closing Date shall be satisfactory to Agent), securing payment of all the Obligations of such Obligor under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary and each Obligor acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to, the Agent (it being acknowledged and agreed that security agreements in the form and substance similar to those being delivered on the Closing Date shall be satisfactory to Agent), securing payment of all of the obligations of such Subsidiary or Obligor, respectively, under the Loan Documents,
(iiiiv) within 30 thirty (30) days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company each Obligor and each of its Subsidiaries newly acquired or newly formed Subsidiary to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.10, enforceable against all third parties (subject to Permitted Liens) in accordance with their terms,
(ivv) within 30 thirty (30) days after such request, formation or acquisition, deliver to the Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretiondiscretion (or sole discretion in connection with such request), deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more a customary opinionsopinion, addressed to the Collateral Agent and the other NoteholdersLenders, of counsel for the Collateral Agent reasonably Obligors acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Obligor party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Agent may reasonably request,
(vvi) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Agent in its reasonable discretion (or sole discretion in connection with such request), to the Agent with respect to each parcel of real property owned or held by each Obligor and each newly acquired or newly formed Subsidiary title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Agent, provided, however, that to the extent that any Obligor or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause each Obligor and each newly acquired or newly formed Subsidiary to execute and deliver, any and all further instruments and documents and take take, and cause each Obligor and each newly acquired or newly formed Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 2 contracts
Samples: Loan Agreement (Heritage Distilling Holding Company, Inc.), Loan Agreement (Heritage Distilling Holding Company, Inc.)
Covenant to Guarantee Obligations and Give Security. Upon the formation or acquisition after the Closing Date of (1) any new Subsidiary by the Company or any of its Subsidiaries other than Excluded Subsidiaries, and upon or (2) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral AgentAgent (as to which judgment the Agent has given notice to the Company (such notice, is a “Request”)), shall not already be subject (other than in respect of the Specified Collateral) to a perfected lien first priority, as to the ABL Priority Collateral, security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, Subsidiary other than an Excluded Subsidiary within 30 thirty (30) days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary (other than an Excluded Subsidiary) , to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in the form and substance reasonably satisfactory to of Exhibit E hereto, guaranteeing the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementGuaranteed Obligations,
(ii) within 30 forty-five (45) days or, in the case of any item that would constitute Term Priority Collateral, within the time periods set forth in the Term Loan Documents or otherwise agreed by the Term Loan Agent (but in no event more than sixty (60) days), after (A) such formation Request or acquisition of property by any such property or any request therefor by the Collateral Agent (or such longer periodLoan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more supplements such additional pledges, assignments (it being understood that, to the Security Documents extent the applicable Collateral constitutes Term Loan Priority Collateral (as defined in the Term Loan Intercreditor Agreement), physical delivery of control thereof by the Agent shall not be required so long as such Collateral is delivered to, or under the control of, the Term Loan Agent in accordance with the Term Loan Intercreditor Agreement), security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by by, and in form and substance reasonably satisfactory to to, the Collateral Agent, securing payment of all of the Guaranteed Obligations of such Loan Party and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any such Subsidiary other than (x) an Immaterial Subsidiary or (y) a Foreign Subsidiary that is not a Material First-Tier Foreign Subsidiary of the Company, duly execute and deliver and cause each Loan Party acquiring equity interests in such Subsidiary to duly execute and deliver to the Agent pledges, assignments and security agreement supplements related to such equity interests as specified by, and in form and substance satisfactory to, the Agent, securing payment of all of the Guaranteed Obligations of such Loan Party, provided, that, if such new property is equity interests in a CFC, no more than sixty-five percent (65%) of the voting equity interests in any such CFC shall be required to be so pledged; provided, further, that no Foreign Subsidiary will be subject to local pledge perfection if in the applicable foreign jurisdiction such Foreign Subsidiary would have to consult a works council in order to perfect the pledge),
(iii) within 30 sixty (60) days after such requestRequest, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries Loan Party to take, whatever actionaction (including, without limitation, the filing of UCC financing statementsstatements (or similar registrations or filings), the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentspledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(i), enforceable against all third parties in accordance with their termsterms (other than in respect of the Specified Collateral as set forth in Section 6(m) of the Security Agreement),
(iv) within 30 sixty (60) days after such Request, formation or acquisition, deliver to the Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary favorable opinions, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to (1) such guaranties, guaranty supplements, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements described in clauses (i), (ii) and (iii) above being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms and as to the matters contained in clause (iii) above, subject to customary exceptions, (2) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such assets, and (3) such other matters as the Collateral Agent may reasonably request,, consistent with the opinions delivered on the Closing Date (to the extent applicable).
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each Restricted Subsidiary other than an Excluded Subsidiary to execute and deliver, any and all further instruments and documents and take take, and cause such Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements to the Security extent required by this Section 5.01(i) and the applicable Collateral Documents. Notwithstanding the foregoing, (i) the Borrower shall have no obligation to provide in favor of the Secured Parties perfected security interests in any real property held by the Borrower or its Subsidiaries and (ii) the Agent may waive, modify or extend any of the periods or other requirements set out herein.
Appears in 2 contracts
Samples: Credit Agreement (Eastman Kodak Co), Credit Agreement (Eastman Kodak Co)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary by the Company Holdings Entity or any of its Subsidiariesdirect or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, and upon any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition not constituting an Excluded Asset by any Excluded Subsidiary of Loan Party (including Equity Interests in a leasehold interest in real estate located in the jurisdiction of first-tier Foreign Subsidiary) if such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and Secured Parties or the Noteholdersacquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) at the time of delivery of the compliance certificate set forth in connection with Section 7.01(e), cause such formation Holdings Entity or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the applicable Security Documents and Administrative Agent a description of the personal properties of such Holdings Entity or Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(Bc) (if not already so delivered) deliver certificates representing at the Voting Stock time of each delivery of the compliance certificate set forth in Section 7.01(e), cause such Holdings Entity or Subsidiary (if anyit has not already done so) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, deliver to the Administrative Agent Supplemental Collateral Agent one or more supplements to the Security Documents Documents, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (or in substantially the form attached to the Security Agreement, securing payment if applicable) (including delivery of all Pledged Equity Interests in and of the Obligations and establishing liens on all such properties Company or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (limited to 65% of voting equity interests of any Foreign Subsidiary), and other than an Excluded Subsidiaryinstruments of the type specified in Section 5.01(a)(iii)), and
(d) and at the Company and each time of its Subsidiaries delivery of the compliance certificate set forth in Section 7.01(e), cause such Holdings Entity or Subsidiary (if it has not already done so) to take, whatever action, take any actions required under the Security Agreement (including the filing of UCC financing statements, ) as may be reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security DocumentsSupplemental Collateral Documents delivered pursuant to this Section 7.10; provided, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) that with respect to after-acquired property of any real propertyLoan Party as to which an effective Uniform Commercial Code financing statement is on file in the appropriate jurisdiction and which does not constitute deposit or securities accounts (as to which the provisions above shall be applicable), take such actions as Loan Party may satisfy the Collateral Agent may request in connection with requirements of this Section 7.10 at the pledge time of such real property to the Collateral Agent for the benefit delivery of the Noteholders and the Collateral Agent, and
next certificate required pursuant to Section 7.01(b). 111 MSGN – A&R Credit Agreement (vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documents.2019)
Appears in 2 contracts
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (MSG Networks Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuation of a Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by acquired for a purchase price in excess of $10,000,000 in any Fiscal Year and $50,000,000 in the Company or any aggregate over the term of its Subsidiaries (other than the acquisition this Agreement by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 days after such request, formation or acquisition of any such property or any request therefor by acquisition, furnish to the Collateral Agent (or such longer period, as a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Collateral Agent may agree in its reasonable discretionAgent,
(iii) within 60 days after such request, formation or acquisition, duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Agent one or more mortgages, pledges, assignments, security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyproperties,
(iiiiv) within 30 60 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Agent may reasonably request,
(vvi) within 60 days after such request, formation or acquisition, or as promptly as practicable thereafter, deliver, upon the request of the Collateral Agent in its sole discretion, to the Collateral Agent with respect to each parcel of real property owned by the entity that is the subject of such request, formation or acquisition such title reports, surveys and engineering, soils and other reports, and environmental assessment reports, as may be prepared in the ordinary course of business by such entity, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent,
(vii) upon the occurrence and during the continuance of a Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Collateral Account, and with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such actions Subsidiary to take, as the case may be, all such other action as the Collateral Agent may request deem necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property to the Collateral Agent for the benefit of the Noteholders dividend is paid or payable a perfected, first priority lien on and the Collateral Agentsecurity interest in such dividends, and
(viviii) 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 deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements.
Appears in 2 contracts
Samples: Credit Agreement (Itc Deltacom Inc), Credit Agreement (Itc Deltacom Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries Loan Party (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located it being understood that, in the jurisdiction case of such Excluded Subsidiary’s organizationreal property under the foregoing clauses (x) and (y), only the requirements of Section 6.11(g), which requirements shall apply only to Material Owned Property, Section 6.11(b) and Section 6.11(f) shall apply), and such property, in the reasonable sole judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company then each Loan Party shall, in each case at the Companysuch Loan Party’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) in connection with such the formation or acquisition of a Subsidiary, within 30 thirty (30) days after such formation or acquisition (or such longer period as the Collateral Agent may agree in its reasonable sole discretion), (A) cause each such Subsidiary (other than an Excluded Subsidiary) that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the other Loan Parties’ Obligations and a joinder or supplement to under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(iib) within 30 thirty (30) days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Agent may agree in its reasonable sole discretion) such formation or acquisition, furnish to the Collateral Agent a description of the Material Owned Properties and material personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or the Material Owned Property and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent,
(c) within thirty (30) days after (or such longer period as the Collateral Agent may agree in its sole discretion) (i) acquisition of property by any Loan Party, duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one such additional pledges, assignments, Securities Pledge Agreement Supplements, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a joinder agreement or more supplements supplement to the Securities Pledge Agreement (a “Securities Pledge Agreement Supplement”), a joinder agreement or supplement to the Security Documents Agreement (a “Security Agreement Supplement”) or a joinder agreement or supplement to the Intellectual Property Security Agreement (an “Intellectual Property Security Agreement Supplement”) shall be effected in such manner), as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, in each case securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens granting Liens on all such properties or property,
and (iiiii) within 30 days after such request, formation or acquisition, or such longer period, as acquisition of any new Subsidiary that is required to become a Guarantor under the Collateral Agent may agree in its reasonable discretionand Guarantee Requirement, take, duly execute and deliver and cause such Subsidiary (other than an Excluded Subsidiary) that is required to become a Guarantor under the Collateral and the Company Guarantee Requirement and each of its Subsidiaries Loan Party acquiring Equity Interests in such Subsidiary to take, whatever action, the filing of UCC financing statements, valid duly execute and subsisting liens on the properties purported to be subject deliver to the Collateral Agent pledges, assignments, Security DocumentsAgreement Supplements, enforceable against all third parties Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in accordance with their terms,
(ivwhich can be effected through the execution of a Security Agreement Supplement or Intellectual Security Agreement Supplement shall be effected in such manner) within 30 days after the request of as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, in each case securing payment of all of the Obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents and granting Liens on all properties of such new Subsidiary,
(d) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take or cause to be taken, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected (subject to the Collateral and Guarantee Requirement) Liens on the properties purported to be subject to the pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and security agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms, subject to Permitted Liens,
(e) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more a favorable opinion in customary opinionsform, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to addressing such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vif) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable to satisfy the Collateral and Guarantee Requirement in obtaining the full benefits of, or in perfecting and preserving the liens ofLiens granted pursuant to (as applicable), such guaranties, Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement supplements and security agreements,
(g) after the Closing Date, promptly within sixty (60) days after (x) the acquisition of any Material Owned Property by any Loan Party, (y) the formation or acquisition of any new direct or indirect Subsidiaries that owns any Material Owned Property and (z) the entering into a Leasehold Property or the formation or acquisition of any new direct or indirect Subsidiaries that enters into a new Leasehold Property, in each case if such Material Owned Property or Leasehold Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Security Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement, and otherwise satisfy the Collateral and Guarantee Requirement with respect to such real property or Leasehold Property, as applicable, 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, and
(h) upon the written request of the Administrative Agent following a Change in Law pursuant to which the Administrative Agent reasonably determines that (x) the circumstances causing the undistributed earnings of any direct Foreign Subsidiary other than a Specified Foreign Subsidiary (such earnings as determined for United States federal income tax purposes) to be treated as a deemed dividend to the Borrower or any other Domestic Subsidiary for United States federal income tax purposes or (y) such other circumstances no longer subject the Borrower or any other Domestic Subsidiary to liability for any additional United States income taxes by virtue of Section 956 of the Code or any other applicable provision of the Code other than any liability arising as a result of the Borrower’s or such Domestic Subsidiary’s ownership of the Equity Interests of a Specified Foreign Subsidiary (“CFC Pledge Restrictions”), then that portion of such direct Foreign Subsidiary’s outstanding Equity Interests issued by such Foreign Subsidiary not theretofore pledged pursuant to the relevant Collateral Document shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to a supplement to the relevant Collateral Document (or another pledge agreement in substantially identical form, if needed) to the extent that entering into such Collateral Document is permitted by the Laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 6.11(h) to be in form, scope and substance reasonably satisfactory to the Collateral Agent, unless counsel for the Company reasonably acceptable to the Administrative Agent provides, within sixty (60) days after such written request of the Administrative Agent, a written opinion addressed to the Borrower and the Administrative Agent, in form and substance mutually satisfactory to the Borrower and the Administrative Agent to the effect that, with respect to any direct Foreign Subsidiary of any Loan Party that has not already had all of the Equity Interests issued by it pledged pursuant to the Collateral Documents, a pledge of more than 65% of the total combined voting power of all classes of Equity Interests of such Foreign Subsidiary entitled to vote could reasonably be expected, despite such Change in Law, to continue to be subject to a CFC Pledge Restriction.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Global Power Equipment Group Inc.), Senior Secured Credit Agreement (Global Power Equipment Group Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Administrative Agent, following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien security interest in favor of the Collateral Agreement Agent for the benefit of the Collateral Agent and Secured Parties (except to the Noteholdersextent the applicable Loan Party is prohibited by law or contract), the Company shall, then in each case at the CompanyBMCA’s reasonable expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a SubsidiarySubsidiary that is not (x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC, within 30 15 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary owned by BMCA (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement and a security agreement supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the other Loan Parties’ Obligations under the Loan Documents and a joinder providing security in respect of such guaranty, except in the case of Elk and its Subsidiaries as of the date of the Merger, deliver such documents on or supplement prior to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing date of the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementMerger,
(ii) within 30 15 days after such request, formation or acquisition furnish to the Administrative Agent a description of any such the real and personal properties of the Loan Parties and their respective Subsidiaries which are, or are required in accordance with the terms of the Loan Documents to become, Loan Parties, in detail reasonably satisfactory to the Administrative Agent,
(iii) within (x) 15 days after a request or acquisition of personal property or (y) within 60 days after a request or acquisition of real property, in each case, by any request therefor by Loan Party, except, in the Collateral Agent case of Elk and its Subsidiaries, 90 days after consummation of the Merger, (or such longer period, as the Collateral Agent may agree in its reasonable discretionA) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Administrative Agent one or more such additional Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens creating Liens on all such properties and (B) such formation or propertyacquisition of any new Subsidiary which is, or is required to become, a Loan Party, duly execute and deliver and cause each Subsidiary to duly execute and deliver to the Administrative Agent, Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to the Administrative Agent, securing payment of all of the Obligations of such Subsidiary under the Loan Documents; provided that (A) the stock of any Subsidiary held by a CFC shall not be pledged and (B) if such new property is Equity Interests in a CFC, only 66% of such Equity Interests shall be pledged in favor of the Secured Parties,
(iiiiv) subject to Section 5.01(k)(iv), within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Loan Party and each newly acquired or newly formed Subsidiary (other than an Excluded Subsidiaryany Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) and the Company and each of its Subsidiaries to take, whatever actionaction (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or reasonably advisable in the opinion of the Administrative Agent to vest in the Collateral Agreement Agent (or in any representatives of the Collateral Agreement Agent designated by such entity) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after such request, formation or acquisition or, in the request case of Elk and its Subsidiaries, 90 days after consummation of the Collateral Agent, Merger (or such longer period later date as may be agreed to by the Collateral Agent may agree in its reasonable discretionAdministrative Agent), deliver to the Collateral Agreement Agent, organizational documentsupon the request of the Administrative Agent in its sole discretion, resolutions and exercised reasonably, a signed copy of one or more customary opinionsa favorable opinion, addressed to the Agents, the Collateral Agreement Agent and the other NoteholdersLenders, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, (4) matters of corporate formalities as the Administrative Agent may request, and (5) such other matters as the Collateral Administrative Agent may reasonably request,
(vvi) as promptly as practicable after such request, formation or acquisition, deliver to the Administrative Agent, upon its reasonable request, with respect to each parcel of real property owned or held by each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC), title reports and title insurance, land surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Administrative Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, all such other action as the Collateral Administrative Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 2 contracts
Samples: Term Loan Agreement (Building Materials Manufacturing Corp), Term Loan Agreement (BMCA Acquisition Sub Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect Subsidiary (other than an Excluded Subsidiary) by the Company any Loan Party, (y) any Excluded Subsidiary no longer being an Excluded Subsidiary or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any Loan Party having a value in excess of its Subsidiaries any threshold set forth in this clause (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of j) with respect to such Excluded Subsidiary’s organization)property, which property, in the reasonable judgment of the Collateral Agent, property is not already subject to a perfected lien first priority security interest (subject to Liens permitted by Section 5.02(a)) in favor of the Collateral Agent for the benefit of the Secured Parties demonstrated to the Collateral Agent and the NoteholdersAgent’s reasonable satisfaction, the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a any such Subsidiary that is not an Excluded Subsidiary or upon any Excluded Subsidiary no longer being an Excluded Subsidiary, within 30 60 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionredesignation, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 60 days after such formation or acquisition or redesignation of any Excluded Subsidiary, furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(iiiii) within 30 60 days after (A) such formation or acquisition of property by any such property or any request therefor by the Collateral Agent (or such longer periodLoan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional Mortgages and other Real Property Documents, pledges, assignments, security agreement supplements, Intellectual Property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to to, the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any such new Subsidiary or redesignation of any Excluded Subsidiary, duly execute and deliver and cause each such Subsidiary to duly execute and deliver to the Collateral Agent Mortgages and other Real Property Documents, pledges, assignments, security agreement supplements, Intellectual Property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all of the obligations of such Subsidiary under the Loan Documents; provided that (x) the stock of any Subsidiary held, directly or indirectly, by a CFC shall not be pledged, (y) if such new property is Equity Interests in a CFC, no more than 66% of the total Voting Interests and 100% of the total Equity Interests other than Voting Interests of the CFC shall be required to be pledged in favor of the Secured Parties and (z) any real property having a book value of less than $3,000,000 shall not be required to be mortgaged,
(iiiiv) within 30 60 days after such request, formation or acquisition, acquisition or such longer period, as the Collateral Agent may agree in its reasonable discretionredesignation of any Excluded Subsidiary, take, and cause each Loan Party and each such newly acquired or newly formed Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries ), or any Excluded Subsidiary that is no longer an Excluded Subsidiary, to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Mortgages and other Real Property Documents, pledges, assignments, security agreement supplements, Intellectual Property security agreement supplements and security agreements delivered pursuant to this Section 5.01(j) (including, without limitation, clause (iii) hereof), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request such formation or acquisition or redesignation of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretionan Excluded Subsidiary, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent (provided that Xxxxxxxx Xxxxxxx LLP is acceptable) as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, Mortgages and other Real Property Documents, pledges, assignments, security agreement supplements, Intellectual Property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, (4) matters of corporate formalities as the Collateral Agent may reasonably require and (5) such other matters as the Collateral Agent may reasonably request,
(vvi) with respect to any real propertyas promptly as practicable after such formation or acquisition or redesignation of an Excluded Subsidiary, take such actions as upon the request of the Collateral Agent may request in connection with the pledge of such real property its reasonable discretion, deliver to the Collateral Agent for with respect to each parcel of real property having a book value in excess of $3,000,000 owned or held by each Loan Party and each such newly acquired or newly formed Subsidiary (other than an Excluded Subsidiary) title insurance, land surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the benefit Collateral Agent in its reasonable judgment, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vivii) at within 60 days after (A) the opening of any time and from time deposit account or securities account (other than a Permitted Unblocked Account), or (B) the formation or acquisition of a new Subsidiary (other than an Excluded Subsidiary) with deposit accounts or securities accounts (other than any Permitted Unblocked Account), or (C) the redesignation of any Excluded Subsidiary with deposit accounts or securities accounts as no longer being an Excluded Subsidiary, deliver to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Agent a fully executed deposit account control agreement and/or securities account control agreement for each such account that is not a Permitted Unblocked Account, in its reasonable judgment may deem necessary or desirable in obtaining each case to the full benefits of, or in perfecting and preserving the liens of, extent required by the Security DocumentsAgreement.
Appears in 2 contracts
Samples: Credit Agreement (Ntelos Holdings Corp), Credit Agreement (Ntelos Holdings Corp)
Covenant to Guarantee Obligations and Give Security. Upon Upon
(a) the request of the Collateral Agent following the occurrence and during the continuance of a Default; (b) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party; or any of its Subsidiaries, and upon (c) the acquisition of any material property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersLenders (subject only to Permitted Liens), the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, within 30 thirty (30) days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty Subsidiary Guaranty, guaranteeing the other Loan Parties’ obligations under the Loan Documents;
(ii) (A) within ten (10) days after such request, furnish to the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Collateral Agent and (B) within thirty (30) days after such formation or guaranty supplementacquisition, furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in form and substance each case in detail reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and ;
(Biii) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(iiA) within 30 fifteen (15) days after such formation request or within sixty (60) days after acquisition of such material property by any such property or any request therefor by the Collateral Agent (or such longer periodLoan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional Mortgages (together with all the items set forth in Section 6.16), pledges, assignments, supplements to the Security Documents Agreement, supplements to the Intellectual Property Security Agreements and other security and pledge agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on (1) with respect to real property, all Material Owned Real Property and Material Owned Leased Property and (2) with respect to all personal property, all such properties personal property and (B) within sixty (60) days after such formation or acquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary and each Loan Party acquiring Capital Stock in such Subsidiary to duly execute and deliver to the Collateral Agent Mortgages (together with all the items set forth in Section 6.16), pledges, assignments, supplements to the Security Agreement, supplements to the Intellectual Property Security Agreements and other security and pledge agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing payment of all of the Obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents and constituting Liens on (x) with respect to real property,, all Material Owned Real Property and Material Owned Leased Property owned or held by such Subsidiary and (y) with respect to all personal property, all personal property owned or held by such Subsidiary;
(iiiiv) within 30 sixty (60) days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company each Loan Party and each of its Subsidiaries newly acquired or newly formed Subsidiary to take, whatever actionaction (including, without limitation, the recording of mortgages and the satisfaction of the other items set forth in Section 6.16(a), the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Mortgages, pledges, assignments, supplements to the Security DocumentsAgreement, supplements to the Intellectual Property Security Agreements and security and pledge agreements delivered pursuant to this Section 6.13, enforceable against all third parties in accordance with their terms,terms (subject only to Permitted Liens);
(ivv) within 30 sixty (60) days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more a favorable opinion (subject to customary opinionsassumptions, qualifications, exceptions and limitations), addressed to the Collateral Agent and the other NoteholdersLenders, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to (A) such Guarantees, supplements to Guarantees, Mortgages, including, without limitation, the opinions set forth in Section 6.16(b), pledges, assignments, supplements to the Security Agreement, supplements to the Intellectual Property Security Agreements and security and pledge agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms; (B) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties; and (C) such other matters as the Collateral Agent may reasonably request,;
(vvi) with respect to any real propertyas promptly as practicable after such request, take such actions as formation or acquisition, deliver, upon the request of the Collateral Agent may request in connection with the pledge of such real property its reasonable discretion, to the Collateral Agent for with respect to each parcel of Material Owned Real Property and Material Owned Leased Property owned or held by each Loan Party or newly acquired or newly formed Subsidiary title reports and the benefit of the Noteholders other items set forth in Section 6.16(a), surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Collateral Agent, ; and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, Mortgages, pledges, assignments, supplements to the Security DocumentsAgreement, supplements to the Intellectual Property Security Agreements and other security and pledge agreements. The foregoing requirements of Section 6.13 shall not apply to (a) those assets over which the granting of security interests in such assets would be prohibited by contract, Applicable Law or regulation not overridden by the UCC or with respect to the assets of any non-wholly owned subsidiary, the organizational documents of such non-wholly owned subsidiary; provided that, at the request of the Collateral Agent, the Borrower shall use its commercially reasonable efforts to obtain the applicable consents to such pledge and security interest, (b) payroll, tax and other trust accounts, (c) motor vehicles and other assets subject to certificates of title, (d) with respect to any interests or assets in respect of a CFC, liens or pledges in excess of 65% of the voting capital stock of any “first-tier” Subsidiary that is not a Domestic Subsidiary and (e) 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 2 contracts
Samples: Senior Secured Term Loan Credit Agreement (Pacific Ethanol, Inc.), Senior Secured Term Loan Credit Agreement (Aventine Renewable Energy Holdings Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by the Company a CFC) by any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party if such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion) after such formation or acquisition, (A) cause each such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to Borrower’s obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(iib) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Administrative Agent may agree in its reasonable discretion) duly execute after such formation or acquisition, furnish to the Administrative Agent a description of the real and deliver, and cause each personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) within 45 days (or such longer period as the Administrative Agent may agree in its reasonable discretion) after such formation or acquisition, cause such Subsidiary (if it has not already done so) to duly execute and deliver, deliver to the Administrative Agent Supplemental Collateral Agent one or more supplements to the Security Documents Documents, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (or in substantially the form attached to the Security Agreement, securing payment if applicable) (including delivery of all Pledged Interests in and of such Subsidiary, and other instruments of the Obligations and establishing liens on all such properties or propertytype specified in Section 4.01(a)(iii)),
(iiid) within 30 60 days after such request, formation or acquisition, (or such longer period, period as the Collateral Administrative Agent may agree in its reasonable discretion) after such formation or acquisition, take, and cause such Subsidiary (other than an Excluded Subsidiaryif it has not already done so) and to take any actions required under the Company and each Security Agreement (including the recording of its Subsidiaries to take, whatever actionmortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security DocumentsSupplemental Collateral Documents delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms,and
(ive) within 30 days as promptly as practicable after such formation or acquisition in the case of any Material Real Property, deliver, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed Administrative Agent the items specified on Exhibit D to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security DocumentsAgreement.
Appears in 2 contracts
Samples: Credit Agreement (Cablevision Systems Corp /Ny), Credit Agreement (CSC Holdings Inc)
Covenant to Guarantee Obligations and Give Security. Upon Subject to Section 5.13, upon (a) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company or any of its SubsidiariesLoan Party, and upon (b) the acquisition of any property by any Loan Party or (c) any Immaterial Subsidiary becoming a Material Subsidiary (the Company or date on which any of its Subsidiaries the foregoing occurs, as applicable, (other than the acquisition “Event Date”), and such property acquired by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction Loan Party or the properties of such Excluded newly formed or acquired Subsidiary or new Material Subsidiary’s organization), which property, in the reasonable sole judgment of the Collateral Administrative Agent, is shall not already subject to a perfected lien in favor satisfy the requirements of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersGuarantee Requirement, the Company then Borrower shall, or shall cause its Subsidiaries to, at the Company’s expensesole cost and expense of the Loan Parties, notify provide the Collateral following documents and complete the following undertakings, as applicable, within the time periods specified (as each may be extended by the Administrative Agent and the Noteholders thereof and:in its reasonable discretion):
(ia) in connection within ten Business Days after the applicable Event Date, to furnish the Administrative Agent with a description of any such formation or acquisition of a Material Owned Property and other personal property owned by such new Subsidiary, Wholly Owned Domestic Subsidiary or former Immaterial Subsidiary or, in the case of fee owned real property, otherwise acquired by a Loan Party, as applicable, which description shall be in detail reasonably satisfactory to the Administrative Agent;
(b) within 30 days after the applicable Event Date, to cause such formation new Subsidiary, Wholly Owned Domestic Subsidiary or acquisition or former Immaterial Subsidiary, as applicable, if such longer period as Person is required pursuant to the Collateral and Guarantee Requirement to Guarantee the Obligations, to duly execute and deliver to the Administrative Agent may agree in its reasonable discretiona Guarantee (or joinder agreement or supplement to the Guarantee Agreement (a “Guarantee Agreement Supplement”));
(c) within 30 days after the applicable Event Date, to cause any Loan Party acquiring new property (A) cause each such Subsidiary (other than an Excluded Subsidiaryi) to duly execute and deliver to the Administrative Agent such additional pledges, assignments, Collateral Agent a guaranty or guaranty supplementAgreement Supplements, in form IP Security Agreements and substance reasonably satisfactory other security agreements (which, to the extent applicable and if relating to the type of Collateral Agent, Guaranteeing the Obligations and granting of a security interest in which can be effected through the execution of a joinder agreement or supplement to the applicable Security Documents and Collateral Agreement (Ba “Collateral Agreement Supplement”) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers a joinder agreement or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary supplement to the Company or any of its Subsidiaries indorsed Intellectual Property Security Agreement (an “IP Security Agreement Supplement”) shall be effected in blank to the Collateral Agentsuch manner), together with, if requested as specified by the Collateral Agentand Guarantee Agreements, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent, in each case securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens granting Liens on all properties of such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary applicable Subsidiaries (other than an Excluded SubsidiaryAssets) and the Company and each of its Subsidiaries (ii) to taketake or cause to be taken, whatever actionaction (including, without limitation, the filing of UCC Uniform Commercial Code financing statements, valid the giving of notices and subsisting liens the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, perfected Liens on the properties purported to be subject to the pledges, assignments, Collateral Agreement Supplements, IP Security Documents, enforceable against all third parties in accordance with their terms,Agreement Supplements and other security agreements delivered pursuant to this Section 5.12(c);
(ivd) within 30 45 days after the applicable Event Date, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more a favorable opinion in customary opinionsform, addressed to the Collateral Agent Agents, the Issuing Banks, the Lenders and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent as to addressing such matters as the Collateral Administrative Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, ; and
(vie) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party, each Immaterial Subsidiary which became a Material Subsidiary and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments instruments, documents, agreements, certificates (including customary secretary’s certificates), and documents intercreditor agreements, and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary or newly designated Material Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable to satisfy the Collateral and Guarantee Requirement in obtaining the full benefits of, or in perfecting and preserving the liens ofLiens granted pursuant to (as applicable), such guaranties, Mortgages, pledges, assignments, Collateral Agreement Supplements, IP Security Agreement Supplements and security agreements. If, at any time and from time to time after the Effective Date, Domestic Subsidiaries that are not Guarantors solely because they fall within the thresholds of the definition of “Immaterial Subsidiary” comprise in the aggregate more than 2.5% of Total Assets as of the last day of the most recently completed Test Period or more than 2.5% of the combined net income or consolidated gross revenues of the Borrower and its Subsidiaries for such Test Period, then the Borrower shall, not later than 20 days after the date on which financial statements for the last quarter in such Test Period are required to be delivered pursuant to this Agreement (or such longer period as may be agreed by the Administrative Agent in its reasonable discretion), (i) designate in writing to the Administrative Agent one or more of such Domestic Subsidiaries as “Material Subsidiaries” to the extent required such that the foregoing condition ceases to be true and (ii) comply with the Collateral and Guarantee Requirement and the other provisions of this Section 5.12 applicable to each such Domestic Subsidiary (other than Excluded Subsidiaries). In addition, after the Effective Date, (i) within 60 days (or such longer period as the Administrative Agent may agree in its reasonable discretion) after (1) the acquisition of any Material Owned Property by any Loan Party, (2) the formation or acquisition of any new direct or indirect Subsidiaries that owns any Material Owned Property or (3) any Immaterial Subsidiary becoming a Material Subsidiary that owns any Material Owned Property, in each case if such Material Owned Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Security DocumentsBorrower shall give notice thereof to the Administrative Agent and (ii) promptly after giving such notice, shall cause such real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement, and otherwise satisfy the Collateral and Guarantee Requirement with respect to such real property, 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 Administrative Agent to grant and perfect or record such Lien.
Appears in 1 contract
Samples: Credit Agreement (Lmi Aerospace Inc)
Covenant to Guarantee Obligations and Give Security. Upon At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document (and subject to the Agreed Security Principles in the case of any Foreign Subsidiary), 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:
(1) (x) upon (i) the formation or acquisition of any new direct or indirect Material Subsidiary (other than any Excluded Subsidiary) by the Company any Loan Party, (ii) any Subsidiary (other than any Excluded Subsidiary) becoming a Material Subsidiary or any of its Subsidiaries(iii) an Excluded Subsidiary that is a Material Subsidiary ceasing to be an Excluded Subsidiary, and (y) upon the acquisition of any property material assets by the Company Borrower or any of its Subsidiaries 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 assets constituting Collateral under a Collateral Document that becomes subject to the Lien created by such Collateral Document upon acquisition by any Excluded Subsidiary thereof (without limitation of a leasehold interest in real estate located in the jurisdiction obligations to perfect such Lien)):
(a) within sixty (60) days (or such greater number of days specified below) after such Excluded Subsidiary’s organization)formation, which propertyacquisition or designation or, in the reasonable judgment of the Collateral Agenteach case, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, cause each such Material Subsidiary that is required to become a 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 (or within one hundred and twenty (120) days in the case of documents listed in Section 6.11(2)(b)) after such formation, acquisition or designation, cause each such Material Subsidiary (other than an Excluded Subsidiary) that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Collateral Agent Agent, 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, a guaranty or guaranty supplementcounterpart signature page to the Intercompany Note, Intellectual Property Security Agreements and other security agreements and documents (if applicable), as reasonably requested by and in form and substance reasonably satisfactory to the Collateral AgentAgent (consistent with the Security Agreement, Guaranteeing Intellectual Property Security Agreements and other Collateral Documents in effect on the Obligations Closing Date as amended and a joinder or supplement in effect from time to time), in each case granting and perfecting Liens required by the applicable Security Documents Collateral and Guarantee Requirement;
(B) within sixty (if not already so delivered60) days after such formation, acquisition or designation, cause each such 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 Voting Stock of each such Subsidiary (if anyextent certificated) held by that are required to be pledged pursuant to the Company or any of its Subsidiaries Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing 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 Subsidiary and required to the Company or any of its Subsidiaries indorsed in blank be pledged pursuant to the Collateral AgentDocuments;
(C) within sixty (60) days (or within one hundred and twenty (120) days in the case of documents listed in Section 6.11(2)(b)) after such formation, together withacquisition or designation, if requested by take and cause (i) the applicable Material Subsidiary that is required to become a Guarantor pursuant to the Collateral Agent, supplements to the and Guarantee Requirement and Collateral Agreement,
(ii) within 30 days after to the extent applicable, each direct or indirect parent of such formation or acquisition applicable Material Subsidiary, in each case, to take customary action(s) (including the recording of any such property or any request therefor by Mortgages, the filing of Uniform Commercial Code financing statements and delivery of stock and membership interest certificates to the extent certificated) as may be necessary in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or such longer period, as in any representative of the Collateral Agent may agree in its reasonable discretiondesignated by it) duly execute valid and deliver, and cause each such Subsidiary perfected (subject to duly execute and deliver, to Liens permitted by Section 7.01) Liens required by the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security DocumentsGuarantee 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); and
(ivD) within 30 sixty (60) days (or one hundred and twenty (120) days in the case of documents described in Section 6.11(2)(b)) after the reasonable request of therefor by the Collateral Agent, Administrative Agent (or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion), deliver to the Collateral Agent, organizational documents, resolutions and Administrative Agent a signed copy of one or more a customary opinionsOpinion of Counsel, addressed to the Collateral Administrative Agent and the other NoteholdersLenders, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent as to such matters set forth in this Section 6.11(1) as the Collateral Administrative Agent may reasonably request,
(v) with respect ; provided that actions relating to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such Liens on real property to the Collateral Agent for the benefit of the Noteholders are governed by Section 6.11(2) and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documentsnot this Section 6.11(1).
Appears in 1 contract
Samples: Credit Agreement (Superior Industries International Inc)
Covenant to Guarantee Obligations and Give Security. Upon In each case subject to the terms of the Closing Date Intercreditor Agreements, upon (x) the request of the Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Obligor or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Obligor, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersLenders, the Company shall, then in each case at the Company’s expenseObligors’ expense and in each case, notify to the Collateral Agent and extent required under the Noteholders thereof and:
(i) terms of the Security Documents: in connection with such the formation or acquisition of a Subsidiary, within 30 thirty (30) days (or such later date as the Agent may agree in writing) after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder other Obligor’s obligations under the Loan Documents, within thirty (30) days (or supplement such later date as the Agent may agree in writing) after (A) such request, furnish to the applicable Security Documents Agent a description of the real and personal properties of the Obligors and their respective Subsidiaries in detail reasonably satisfactory to the Agent and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition acquisition, furnish to the Agent a description of any the real and personal properties of such property Subsidiary or any request therefor by the Collateral Agent real and personal properties so acquired, in each case in detail reasonably satisfactory to the Agent, within thirty (30) days (or such longer period, later date as the Collateral Agent may agree in its reasonable discretionwriting) after (A) such request or acquisition of property by any Obligor, duly execute and deliver, and cause each such Subsidiary Obligor to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Obligor under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or property,
acquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary and each Obligor acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Agent, securing payment of all of the obligations of such Subsidiary or Obligor, respectively, under the Loan Documents, within thirty (iii30) within 30 days (or such later date as the Agent may agree in writing) after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company each Obligor and each of its Subsidiaries newly acquired or newly formed Subsidiary to take, whatever actionaction (including, without 19107526-5 limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.11, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after , upon the request of the Collateral Agent, within thirty (30) days (or such longer period later date as the Collateral Agent may agree in its reasonable discretionwriting) of such acquisition, formation or request, deliver to the Collateral Agent, organizational documents, resolutions and Agent a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersLenders, of counsel for the Collateral Agent Obligors reasonably acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above and (2) such other customary matters as the Collateral Agent may reasonably request,
(v) ; as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Agent in its sole discretion, to the Agent with respect to each parcel of real property owned or held by each Obligor and each newly acquired or newly formed Subsidiary, title reports, surveys and, to the extent available, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Obligor or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) and at any time and from time to time, promptly execute and deliver deliver, and cause each Obligor and each newly acquired or newly formed Subsidiary to execute and deliver, any and all further instruments and documents and take take, and cause each Obligor and each newly acquired or newly formed Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements. Further Assurances. Take such further actions as the Security Documents.Agent shall reasonably request from time to time in connection herewith to evidence or give effect to this Agreement and the other Loan Documents and any of the transactions contemplated hereby. Promptly after the Agent’s request therefor, the Obligors shall execute or cause to be executed and delivered to the Agent such instruments, assignments, title certificates or other documents as are necessary under the UCC or other applicable law to perfect (or continue the perfection of) the Agent’s Liens upon the Collateral and shall take such other action as may be reasonably requested by the Agent to give effect to or carry out the intent and purposes of this Agreement. Compliance with Environmental Laws. Comply, and cause each of its Subsidiaries and all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew, and cause each of its Subsidiaries to obtain and renew, all Environmental Permits
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (i) Upon the formation or acquisition earlier to occur of any new Subsidiary by (y) the Company Debt Service Ratio being less than or any equal to 1.25:1.00 and (z) the occurrence of its Subsidiariesan Event of Default (either such event, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization"Collateral Trigger Event"), which propertythen each applicable Loan Party shall, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, each case at the Company’s its expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents promptly as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, practicable take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, and hereby acknowledges that the Collateral Agent or the Unit Collateral Agent, as the case may be, may immediately take, whatever action, whether pursuant to the Collateral Sub-Agency Agreement or otherwise (including, without limitation, the recording of instruments, the filing of UCC Uniform Commercial Code financing statementsstatements and Certificate of Title Registrations, the giving of notices, the delivery of opinions of counsel in form and substance satisfactory to the Collateral Agent and other actions) as may be necessary or advisable in the opinion of the Collateral Agent to vest, and confirm the vesting, in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens first priority Liens on the properties Assets purported to be subject to the Security DocumentsMortgages, pledges, assignments, security agreements and security agreement supplements delivered pursuant to Section 3.01 or pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivB) within 30 10 days after the request of the Collateral AgentAgent (acting in its sole discretion or at the direction of the Required Lenders acting in their sole discretion) made at any time following the occurrence of such Collateral Trigger Event, or such longer period as furnish to the Collateral Agent may agree account control agreements duly executed by each bank or other financial institution at which the Borrower or any of its Subsidiaries maintains an account in its reasonable discretion, deliver substantially the form of Exhibit A to the Collateral AgentARC Housing Security Agreement or Exhibit B to the Primary Security Agreement, organizational documentsas the case may be, resolutions or otherwise in form and a signed copy of one or more customary opinions, addressed substance satisfactory to the Collateral Agent and its counsel, and
(C) upon the other Noteholders, request of counsel for the Collateral Agent reasonably (acting in its sole discretion or at the direction of the Required Lenders acting in their sole discretion), promptly implement (i) a lockbox account into which tenants or subtenants, as applicable, of all Manufactured Home Rental Units and (ii) such other lockbox accounts into which tenants of all Manufactured Home Communities that constitute Borrowing Base Assets, in each case, will be required to make payments directly to Citibank, N.A. or one or more banks acceptable to the Collateral Agent as to such matters as that have accepted the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge assignment of such real property accounts to the Collateral Agent for the benefit of the Noteholders and Secured Parties pursuant to the Collateral Agent, andSecurity Agreements.
(viii) at Within 10 days after any time and from time Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to timethe Excluded Subsidiary party to such agreement, promptly cause such Excluded Subsidiary to duly execute and deliver any and all further instruments and documents and take all to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other action as guaranty supplement in form and substance satisfactory to the Collateral Agent Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 90 days after the termination of such Excluded Subsidiary Agreement, and in its reasonable judgment may deem necessary or desirable such case the agreement in obtaining respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the full benefits ofBorrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in perfecting respect of such Non-Recourse Debt and preserving (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the liens ofname of such Excluded Subsidiary.
(iii) Within 10 days after the formation or acquisition of any new direct or indirect Subsidiary by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the Security terms of any loan agreement or indenture or other material agreement to which it is a party from providing guarantees of the Obligations of the Loan Parties under the Loan Documents or (y) that is being formed for the purpose of incurring Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Borrowing Base Assets (any Subsidiary described in clauses (x) or (y) of this parenthetical, a "Limited Subsidiary")), and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties' Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary.
(iv) Upon the request by the Borrower that any additional Manufactured Home Community (a "
Appears in 1 contract
Samples: Credit Agreement (Affordable Residential Communities Inc)
Covenant to Guarantee Obligations and Give Security. Upon At any time during the Security Period, it will upon (x) the request of the Agent following the occurrence and during the continuance of a Default or an Event of Default, (y) the formation or acquisition of any new Subsidiary direct or indirect domestic Material Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any material property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent Trustee for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a domestic Material Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect domestic parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 15 days after such request, formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary and each direct and indirect domestic parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Agent one or more Trustee, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyproperties, PROVIDED that no real property shall be subjected to a security interest in favor of the Collateral Trustee for the benefit of the Secured Parties,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be reasonably necessary or advisable in the opinion of the Agent to vest in the Collateral Trustee (or in any representative of the Collateral Trustee designated by them) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentspledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.15, enforceable against all third parties in accordance with their terms,
(iv) within 30 60 days after such request, formation or acquisition, deliver to the Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to the matters contained in clauses (i), (ii) and (iii) above, as to such guaranties, guaranty supplements, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iii) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties to the extent a Lien can be created by filing under the Uniform Commercial Code, and as to such other matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Avaya Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary organized under the Laws of a jurisdiction in the United States by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersBorrower, the Company shallBorrower shall (at its expense) promptly, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof andbut in any event within 10 Business Days after any such formation or acquisition:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent Lender a guaranty Subsidiary Guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agenta Subsididary Guaranty, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral AgentLender, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) cause such Subsidiary to duly execute and deliver to the Lender deeds of trust, trust deeds, deeds to secure debt, mortgages and security and pledge agreements or joinders to the Security Agreement, as specified by and in form and substance reasonably satisfactory to the Lender, securing payment of all the Obligations of such Subsidiary under the Loan Documents and establishing liens constituting Liens on all such real and personal properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause of such Subsidiary (other than an Excluded Subsidiaryreal and personal property subject to Permitted Liens and Equity Interests in any Subsidiary organized outside of the United States), and
(iii) and cause such Subsidiary to take whatever action (including the Company and each recording of its Subsidiaries to take, whatever actionmortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) requested by the Lender to vest in the Lender valid and subsisting liens Liens on the all real and personal properties purported to be of such Subsidiary (other than real and personal property subject to Permitted Liens and Equity Interests in any Subisidiary organized outside of the Security DocumentsUnited States), enforceable against all third parties in accordance with their terms,.
(ivb) within 30 days after Upon the request formation or acquisition of any new direct Subsidiary organized outside of the Collateral AgentUnited States by the Borrower, the Borrower shall (at its expense) promptly, but in any event within 10 Business Days after any such formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
pledge sixty-five percent (v65%) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to Subsidiary’s outstanding voting stock and stock equivalents owned by the Collateral Agent Borrower and one hundred percent (100%) of such Subsidiary’s outstanding non-voting stock and stock equivalents owned by the Borrower for the benefit of the Noteholders Secured Parties to secure the Obligations.
(c) Upon the acquisition of any real or personal property by the Borrower, the Borrower shall (at its expense) promptly, but in any event within 10 Business Days after any such acquisition:
(i) furnish to the Lender a description of the property so acquired in detail reasonably satisfactory to the Lender,
(ii) duly execute and deliver to the Collateral AgentLender deeds of trust, trust deeds, deeds to secure debt, mortgages and other security and pledge agreements, as specified by and in form and substance satisfactory to the Lender, securing payment of all the Obligations of the Borrower under the Loan Documents and constituting Liens on all such properties, and
(viiii) 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 (including the Collateral Agent the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) requested by the Lender to vest in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, Lender (or in perfecting any representative of the Lender designated by it) valid and preserving the liens ofsubsisting Liens on such property, the Security Documentsenforceable against all third parties.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the --------------------------------------------------- request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 days after such request, formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, furnish to the Collateral Agent one or more supplements to a description of the Security Documents as specified by real and personal properties of the Loan Parties and their respective Subsidiaries in form and substance reasonably detail satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Agent mortgages, pledges, assignments, security agreement supplements and other security agreements, as specified by and in form and substance satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such longer periodparent, as the Collateral Agent case may agree in its reasonable discretionbe, under the Loan Documents and constituting Liens on all such properties,
(iv) within 30 days after such request, formation or acquisition, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Agent may reasonably request,
(vvi) with respect to any real propertyas promptly as practicable after such request, take such actions as formation or acquisition, deliver, upon the request of the Collateral Agent may request in connection with the pledge of such real property its sole discretion, to the Collateral Agent for with respect to each parcel of real property owned or held by the benefit entity that is the subject of such request, formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Collateral Agent in its reasonable judgment, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vivii) at as promptly as practicable after such request, cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Cash Collateral Account, and with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time, promptly execute and deliver deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and documents and take or cause such Subsidiary to take, as the case may be, all such other action as the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining order to obtain and maintain from and after the full benefits oftime such dividend is paid or payable a perfected, or first priority lien on and security interest in perfecting and preserving the liens of, the Security Documentssuch dividends.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries (other than Non-Guarantor Subsidiaries) of the Term B Borrower by the Company any applicable Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company Leased Real Property or any Owned Real Property with a value in excess of its Subsidiaries (other than the acquisition $5,000,000 by any Excluded Subsidiary of a leasehold interest in real estate located in Loan Party, and such property shall not already be subject to, and is required under the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment terms of the Collateral AgentLoan Documents to be subject to, is not already subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent Secured Parties and shall not be subject to a Mortgage Financing or other financing permitted by the Noteholdersterms of this Agreement, the Company shall, then in each case at the Company’s Borrowers’ expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary (other than a Non-Guarantor Subsidiary) that is not a CFC, within 30 20 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 20 days after such formation or acquisition, furnish to the Collateral Agent a description of the Real Properties of such Subsidiary or the Owned Real Property or Leased Real Property so acquired, in each case in detail satisfactory to the Collateral Agent,
(iii) within 30 days after (A) such acquisition of any such property Owned Real Property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) Leased Real Property duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent (including, without limitation, a Mortgage, together with the Assignment of Leases and Rents referred to therein (and all other items, to the extent applicable, listed in Section 3.01(a)(iii)(B) through (F)) securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such properties and (B) such formation or acquisition, duly execute and deliver and cause such Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to the Collateral Agent, securing payment of all of the Obligations obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (A) the stock of any Subsidiary held by a CFC or a Non-Guarantor Subsidiary shall not be pledged and establishing liens on all (B) if such properties or propertynew property is Equity Interests in a CFC, no more than 66% of such Equity Interests shall be required to be pledged in favor of the Secured Parties,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Loan Party and each newly acquired or newly formed Subsidiary (other than an Excluded any Subsidiary that is a CFC or a Non-Guarantor Subsidiary or a Subsidiary that is held directly or indirectly by a CFC or Non-Guarantor Subsidiary) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 days as promptly as practicable after the request of the Collateral Agent, such formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Agent may reasonably request,
(vvi) with respect to any real propertyas promptly as practicable after such formation or acquisition, take such actions as deliver, upon the request of the Collateral Agent may request in connection with the pledge of such real property its sole discretion, to the Collateral Agent for with respect to each parcel of Real Property owned or held by each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Non-Guarantor Subsidiary or a Subsidiary that is held directly or indirectly by a CFC or a Non-Guarantor Subsidiary) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the benefit Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such Real Property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Non-Guarantor Subsidiary or a Subsidiary that is held directly or indirectly by a CFC or Non-Guarantor Subsidiary) to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Non-Guarantor Subsidiary or a Subsidiary that is held directly or indirectly by a CFC or Non-Guarantor Subsidiary) to take, all such other action as the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements, in each case on the Security Documentsproperties purported to be subject to the mortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition (including pursuant to any Permitted Acquisition) of any new direct or indirect Domestic Subsidiary by any Loan Party, then the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 15 days after such formation or acquisition or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretionSubsidiary, (A) and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 15 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, deliver to the Collateral Administrative Agent one or more supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Documents Agreement Supplements, Perfection Certificate, IP Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent (including delivery of all certificates, if any, owned by the Borrower or a Domestic Subsidiary representing the Equity Interests in and of such Subsidiary, and other instruments of the type specified in Sections 4.01(a)(iii) and 4.01(a)(iv)(F)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent (Borrower’s present counsel being acceptable) as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request; and
(vi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent; provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition (including pursuant to any Permitted Acquisition) of any property by any Loan Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower’s expense:
(i) within 15 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii) within 30 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreements and other security and pledge agreements (including delivery of instruments of the type specified in Section 4.01(a)(iv)(F)), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties or propertyproperties,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as cause the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary applicable Loan Party to take whatever action (other than an Excluded Subsidiary) and including the Company and each recording of its Subsidiaries to take, whatever actionmortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentssuch property, enforceable against all third parties in accordance with their terms,
(iv) within 30 60 days after such acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent (Borrower’s present counsel being acceptable) as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, to the Administrative Agent with respect to such real property title policies, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the Borrower’s expense:
(i) within 15 days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective domestic Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(ii) within 30 days after such request, duly execute and deliver, and cause each Domestic Subsidiary of the Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent Mortgages, Security Agreement Supplements, IP Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Securities in and of such Domestic Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Domestic Subsidiary under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each Domestic Subsidiary of the Borrower to take, whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(iv) within 60 days after such request, deliver to the Collateral Administrative Agent, organizational documentsupon the reasonable request of the Administrative Agent in its reasonable discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent (Borrower’s present counsel being acceptable) as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,, and
(v) as promptly as practicable after such request, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrower and its Domestic Subsidiaries, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Domestic Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may receipt thereof, be delivered to the Administrative Agent.
(d) If an Event of Default exists for at least 30 days, then at the request in connection with of the pledge Administrative Agent, within 90 days of such real property to request, execute and deliver (1) Mortgages and related ancillary documents in favor of the Collateral Agent Administrative Agent, for the benefit of the Noteholders Secured Parties, with respect to any Specified Property, each duly executed and delivered by an authorized officer of each party thereto and in form suitable for filing and recording in all filing or recording offices that the Collateral AgentAdministrative Agent may deem necessary or desirable, andtogether with evidence that the reasonable taxes, fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of such Mortgages, including, without limitation, reasonable attorneys’ fees, title insurance premiums, filing and recording fees, title insurance company coordination fees, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of such Mortgages and (2) such other documents and instruments with respect to such real property as otherwise required to be delivered in accordance with Section 4.01(a)(iv) in respect of the Mortgaged Properties.
(vie) at At any time and from time to timeupon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries Loan Party (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located it being understood that, in the jurisdiction case of such Excluded Subsidiary’s organizationreal property under the foregoing clauses (x) and (y), only the requirements of Section 6.11(g), which requirements shall apply only to Material Owned Property, Section 6.11(b) and Section 6.11(f) shall apply), and such property, in the reasonable sole judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company then each Loan Party shall, in each case at the Companysuch Loan Party’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) in connection with such the formation or acquisition of a Subsidiary, within 30 thirty (30) days after such formation or acquisition (or such longer period as the Collateral Agent may agree in its reasonable sole discretion), (A) cause each such Subsidiary (other than an Excluded Subsidiary) that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the other Loan Parties’ Obligations and a joinder or supplement to under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(iib) within 30 thirty (30) days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Agent may agree in its reasonable sole discretion) such formation or acquisition, furnish to the Collateral Agent a description of the Material Owned Properties and material personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or the Material Owned Property and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent,
(c) within thirty (30) days after (or such longer period as the Collateral Agent may agree in its sole discretion) (i) acquisition of property by any Loan Party, duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one such additional pledges, assignments, Securities Pledge Agreement Supplements, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a joinder agreement or more supplements supplement to the Securities Pledge Agreement (a “Securities Pledge Agreement Supplement”), a joinder agreement or supplement to the Security Documents Agreement (a “Security Agreement Supplement”) or a joinder agreement or supplement to the Intellectual Property Security Agreement (an “Intellectual Property Security Agreement Supplement”) shall be effected in such manner), as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, in each case securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens granting Liens on all such properties or property,
and (iiiii) within 30 days after such request, formation or acquisition, or such longer period, as acquisition of any new Subsidiary that is required to become a Guarantor under the Collateral Agent may agree in its reasonable discretionand Guarantee Requirement, take, duly execute and deliver and cause such Subsidiary (other than an Excluded Subsidiary) that is required to become a Guarantor under the Collateral and the Company Guarantee Requirement and each of its Subsidiaries Loan Party acquiring Equity Interests in such Subsidiary to take, whatever action, the filing of UCC financing statements, valid duly execute and subsisting liens on the properties purported to be subject deliver to the Collateral Agent pledges, assignments, Security DocumentsAgreement Supplements, enforceable against all third parties Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in accordance with their terms,
(ivwhich can be effected through the execution of a Security Agreement Supplement or Intellectual Security Agreement Supplement shall be effected in such manner) within 30 days after the request of as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, in each case securing payment of all of the Obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents and granting Liens on all properties of such new Subsidiary,
(d) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take or cause to be taken, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected (subject to the Collateral and Guarantee Requirement) Liens on the properties purported to be subject to the pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and security agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms, subject to Permitted Liens,
(e) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more a favorable opinion in customary opinionsform, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to addressing such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vif) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable to satisfy the Collateral and Guarantee Requirement in obtaining the full benefits of, or in perfecting and preserving the liens ofLiens granted pursuant to (as applicable), such guaranties, Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement supplements and security agreements,
(g) after the Closing Date, promptly within sixty (60) days after (x) the acquisition of any Material Owned Property by any Loan Party, (y) the formation or acquisition of any new direct or indirect Subsidiaries that owns any Material Owned Property and (z) the entering into a Leasehold Property or the formation or acquisition of any new direct or indirect Subsidiaries that enters into a new Leasehold Property, in each case if such Material Owned Property or Leasehold Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Security Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement, and otherwise satisfy the Collateral and Guarantee Requirement with respect to such real property or Leasehold Property, as applicable, 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, and
(h) upon the written request of the Administrative Agent following a Change in Law pursuant to which the Administrative Agent reasonably determines that (x) the circumstances causing the undistributed earnings of any direct Foreign Subsidiary (such earnings as determined for United States federal income tax purposes) to be treated as a deemed dividend to the Borrower or any other Domestic Subsidiary for United States federal income tax purposes or (y) such other circumstances no longer subject the Borrower or any other Domestic Subsidiary to liability for any additional United States income taxes by virtue of Section 956 of the Code or any other applicable provision of the Code (“CFC Pledge Restrictions”), then that portion of such direct Foreign Subsidiary’s outstanding Equity Interests issued by such Foreign Subsidiary not theretofore pledged pursuant to the relevant Collateral Document shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to a supplement to the relevant Collateral Document (or another pledge agreement in substantially identical form, if needed) to the extent that entering into such Collateral Document is permitted by the Laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 6.11(h) to be in form, scope and substance reasonably satisfactory to the Collateral Agent, unless counsel for the Company reasonably acceptable to the Administrative Agent provides, within sixty (60) days after such written request of the Administrative Agent, a written opinion addressed to the Borrower and the Administrative Agent, in form and substance mutually satisfactory to the Borrower and the Administrative Agent to the effect that, with respect to any direct Foreign Subsidiary of any Loan Party that has not already had all of the Equity Interests issued by it pledged pursuant to the Collateral Documents, a pledge of more than 65% of the total combined voting power of all classes of Equity Interests of such Foreign Subsidiary entitled to vote could reasonably be expected, despite such Change in Law, to continue to be subject to a CFC Pledge Restriction.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Williams Industrial Services Group Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon (i) the formation or acquisition of any new direct or indirect Material Domestic Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon (ii) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, then the Company shall, in each case at the Company’s 's expense, notify the Collateral Agent and the Noteholders thereof and:
(iA) in connection with such the formation or acquisition of a any Material Domestic Subsidiary, within 30 ten days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Material Domestic Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and Loan Documents;
(B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 ten days after such formation or acquisition of any such property or any request therefor by acquisition, furnish to the Collateral Agent (a description of the real and personal properties of the Loan Parties and any newly formed or such longer period, as acquired Material Domestic Subsidiary in detail satisfactory to the Collateral Agent may agree in its reasonable discretionAgent;
(C) within 15 days after such formation or acquisition, duly execute and deliver, and cause each such newly formed or acquired Material Domestic Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the mortgages, deeds of trust, pledges, assignments, Security Documents Agreement Supplements, IP Security Agreement Supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party or such Material Domestic Subsidiary, as the case may be, under the Loan Documents and establishing liens constituting Liens on all properties of such properties Loan Party or property,newly formed or acquired Material Domestic Subsidiary; provided that the pledge of any Voting Interests held in any Foreign Subsidiary by any Loan Party or newly created or acquired Material Domestic Subsidiary shall be limited to 66% of the outstanding Voting Interests in such Foreign Subsidiary;
(iiiD) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each newly formed or acquired Material Domestic Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the mortgages, pledges, assignments, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security agreements delivered pursuant to this Section 7.15(a) enforceable against all third parties in accordance with their terms,;
(ivE) within 30 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (A), (C) and (D) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (D) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, ; and
(viF) at any time and from time to timeas promptly as practicable after such formation or acquisition, promptly execute and deliver any and all further instruments and documents and take all such other action as deliver, upon the request of the Collateral Agent in its reasonable judgment may deem necessary sole discretion, to the Collateral Agent with respect to each parcel of real property owned, leased or desirable held by the entity that is the subject of such request, formation or acquisition all documents, instruments and items required to be delivered under Section 7.15(d) (which Section shall similarly apply hereto), including, without limitation, title insurance, surveys and engineering, soils and other reports, and environmental assessment reports, each in obtaining scope, form and substance reasonably satisfactory to the full benefits ofCollateral Agent; provided, or in perfecting and preserving however, that to the liens ofextent that any Loan Party shall have otherwise received any of the foregoing items with respect to 102 such real property, such items shall, promptly after receipt thereof, be delivered to the Security DocumentsCollateral Agent.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new direct or indirect Restricted Subsidiary by the Company Borrower or any of its Subsidiaries, and upon Restricted Subsidiaries or (z) the acquisition of any material property by the Company Borrower or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Restricted Subsidiaries, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien security interest having the priority required under the applicable Collateral Documents in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Restricted Subsidiary, within 30 15 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Restricted Subsidiary, and cause each direct and indirect parent of such Restricted Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 15 days after (A) such request furnish to the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Restricted Subsidiaries in detail satisfactory to the Collateral Agent and (B) such formation or acquisition, furnish to the Collateral Agent a description of the real and personal properties of such Restricted Subsidiary or the real and personal properties so acquired, in each case in detail satisfactory to the Collateral Agent,
(iii) within 30 days after (A) such formation request or acquisition of any such property by the Borrower or any request therefor by the Collateral Agent (or such longer periodof its Restricted Subsidiaries, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Restricted Subsidiary of the Borrower to duly execute and deliver, to the Collateral Agent one or more such additional mortgages (with respect to fee owned real property), pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Restricted Subsidiary of the Borrower under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or acquisition of any new Restricted Subsidiary, duly execute and deliver and cause each Restricted Subsidiary to duly execute and deliver to the Collateral Agent mortgages (with respect to fee owned real property), pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to the Collateral Agent, securing payment of all of the obligations of such Restricted Subsidiary under the Loan Documents; provided that if such new property is Equity Interests in a CFC, only 66% of such Equity Interests shall be pledged in favor of the Secured Parties,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause each such Restricted Subsidiary (other than an Excluded Subsidiary) and of the Company Borrower and each of its Subsidiaries newly acquired or newly formed Restricted Subsidiary to take, whatever actionaction (including, without limitation, the filing of UCC Uniform Commercial Code financing statements, the recording of mortgages, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above (2) such guaranties, guaranty supplements, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Agent may reasonably request,
(vvi) with respect to any real propertyas promptly as practicable after such request, take such actions as formation or acquisition, deliver, upon the request of the Collateral Agent may request in connection with the pledge of such real property its sole discretion, to the Collateral Agent for with respect to each parcel of real property owned by the benefit Borrower or any of its Restricted Subsidiaries and each newly acquired or newly formed Restricted Subsidiary title reports, surveys and other reports, each in scope, form and substance satisfactory to the Collateral Agent, provided, however, that to the extent that the Borrower or any of its Restricted Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Restricted Subsidiary of the Borrower and each newly acquired or newly formed Restricted Subsidiary any and all further instruments and documents and take take, and cause each Restricted Subsidiary of the Borrower and each newly acquired or newly formed Restricted Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition by any Loan Party of any new direct or indirect Material Domestic Subsidiary, or upon a Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of Loan Party becoming a leasehold interest in real estate located in the jurisdiction of such Excluded Material Domestic Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) Within 45 days (as such time may be extended for up to an additional 25 days by the Administrative Agent in connection with such formation its reasonable discretion) following the creation or acquisition of any direct or indirect Material Domestic Subsidiary of the Borrower or following such Subsidiary becoming a Material Domestic Subsidiary, cause such newly created or acquired Material Domestic Subsidiary, to (a) become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and (b) deliver to the Administrative Agent such other customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a), all in form, content and scope reasonably satisfactory to the Administrative Agent,
(ii) within 30 ten days after such formation or acquisition or after such longer period Subsidiary becoming a Material Domestic Subsidiary, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within (x) with respect to any personal property, 45 days and (y) with respect to any real property, 75 days (as such time may, in either case, be extended for up to an additional 25 days by the Collateral Administrative Agent may agree in its reasonable discretion) after such formation or acquisition or after such Subsidiary becoming a Material Domestic Subsidiary, cause such Subsidiary and each direct and indirect parent (Ato the extent such parent is the Borrower or a Domestic Subsidiary) cause each of such Subsidiary (other than an Excluded Subsidiaryif it has not already done so) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementdeeds of trust, in form and substance reasonably satisfactory trust deeds, deeds to the Collateral Agentsecure debt, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock mortgages, leasehold mortgages, leasehold deeds of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and delivertrust, and cause each such Subsidiary to duly execute other collateral and deliversecurity agreements or supplements thereto, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary, and other instruments reasonably requested by the Administrative Agent), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyreal and personal properties,
(iiiiv) within 30 (x) with respect to any personal property, 45 days after and (y) with respect to any real property, 75 days (as such requesttime may, formation or acquisitionin either case, or such longer period, as be extended for up to an additional 25 days by the Collateral Administrative Agent may agree in its reasonable discretion) after such formation or acquisition or after such Subsidiary becoming a Material Domestic Subsidiary, take, and cause such Subsidiary and each direct and indirect parent (other than an Excluded to the extent such parent is the Borrower or a Domestic Subsidiary) and of such Subsidiary (if it has not already done so) to take whatever action (including the Company and each recording of its Subsidiaries to take, whatever actionmortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 first priority perfected Liens on the properties purported to be subject to the Security Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Collateral Agreement and pledge agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms,
(ivv) within 30 (x) with respect to any personal property, 45 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(vy) with respect to any real property, take 75 days (as such actions time may, in either case, be extended for up to an additional 25 days by the Administrative Agent in its reasonable discretion) after such formation or acquisition or after such Subsidiary becoming a Material Domestic Subsidiary, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Collateral Administrative Agent may request reasonably request, and
(vi) as promptly as reasonably practicable after such formation or acquisition or after such Subsidiary becoming a Material Domestic Subsidiary (but in connection with any event on or before the pledge delivery of any applicable Mortgage delivered pursuant to this Section 6.11(a) (and, in the case of Flood Documents, three (3) Business Days before the delivery of such Mortgage)), deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each material parcel of real property owned by such Material Domestic Subsidiary (including with respect to all Mortgage Properties), Mortgage Policies, title reports, surveys and engineering, soils and other reports, environmental assessment reports and Flood Documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. Notwithstanding any of the foregoing to the contrary, the Collateral shall be subject to the limitations and exclusions set forth in the Collateral Agreement.
(b) Upon the acquisition of any real property (other than the real property subject to the requirements of Section 4.01(a)(iii)(C)) by any Loan Party, if such property, in the reasonable judgment of the Administrative Agent, is material and if such property shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Noteholders Secured Parties, then the Borrower shall, at the Borrower’s expense:
(i) within ten days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii) within 75 days (as such time may be extended for up to an additional 25 days by the Administrative Agent in its reasonable discretion) after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, supplemental schedules to this Agreement, collateral agreement supplements, and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 75 days (as such time may be extended for up to an additional 25 days by the Administrative Agent in its reasonable discretion) after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the Collateral endorsement of notices on title documents) may be necessary or advisable in the 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 first priority perfected Liens on such property, enforceable against all third parties,
(iv) within 75 days (as such time may be extended for up to an additional 25 days by the Administrative Agent in its reasonable discretion) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(viv) at as promptly as practicable after any acquisition of a real property (but in any event on or before the delivery of the applicable Mortgage delivered pursuant to this clause (b) (and, in the case of Flood Documents, three (3) Business Days before the delivery of such Mortgage)), deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such Mortgage Policies, real property appraisals, title reports, surveys and engineering, soils and other reports, and environmental assessment reports and Flood Documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) At any time and from time to timeupon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Diamond Foods Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries Loan Party (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located it being understood that, in the jurisdiction case of such Excluded Subsidiary’s organizationreal property under the foregoing clauses (x) and (y), only the requirements of Section 6.11(g), which requirements shall apply only to Material Owned Property, Section 6.11(b) and Section 6.11(f) shall apply), and such property, in the reasonable sole judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company then each Loan Party shall, in each case at the Companysuch Loan Party’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) in connection with such the formation or acquisition of a Subsidiary, within 30 thirty (30) days after such formation or acquisition (or such longer period as the Collateral Agent may agree in its reasonable sole discretion), (A) cause each such Subsidiary (other than an Excluded Subsidiary) that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the other Loan Parties’ Obligations and a joinder or supplement to under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Loan Documents;
(iib) within 30 thirty (30) days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Agent may agree in its reasonable sole discretion) such formation or acquisition, furnish to the Collateral Agent a description of the Material Owned Properties and material personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or the Material Owned Property and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent;
(c) within thirty (30) days after (or such longer period as the Collateral Agent may agree in its sole discretion) (i) acquisition of property by any Loan Party, duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one such additional pledges, assignments, Security Agreement Supplements, Securities Pledge Agreement Supplements, Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a joinder agreement or more supplements supplement to the Securities Pledge Agreement (a “Securities Pledge Agreement Supplement”), a joinder agreement or supplement to the Security Documents Agreement (a “Security Agreement Supplement”) or a joinder agreement or supplement to the Intellectual Property Security Agreement (an “Intellectual Property Security Agreement Supplement”) shall be effected in such manner), as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, in each case securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens granting Liens on all such properties or property,
and (iiiii) within 30 days after such request, formation or acquisition, or such longer period, as acquisition of any new Subsidiary that is required to become a Guarantor under the Collateral Agent may agree in its reasonable discretionand Guarantee Requirement, take, duly execute and deliver and cause such Subsidiary (other than an Excluded Subsidiary) that is required to become a Guarantor under the Collateral and the Company Guarantee Requirement and each of its Subsidiaries Loan Party acquiring Equity Interests in such Subsidiary to take, whatever action, the filing of UCC financing statements, valid duly execute and subsisting liens on the properties purported to be subject deliver to the Collateral Agent pledges, assignments, Security DocumentsAgreement Supplements, enforceable against all third parties Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in accordance with their terms,
(ivwhich can be effected through the execution of a Security Agreement Supplement or Intellectual Security Agreement Supplement shall be effected in such manner) within 30 days after the request of as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, in each case securing payment of all of the Obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents and granting Liens on all properties of such new Subsidiary;
(d) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take or cause to be taken, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected (subject to the Collateral and Guarantee Requirement) Liens on the properties purported to be subject to the pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and security agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms;
(e) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more a favorable opinion in customary opinionsform, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to addressing such matters as the Collateral Agent may reasonably request,;
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vif) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable to satisfy the Collateral and Guarantee Requirement in obtaining the full benefits of, or in perfecting and preserving the liens ofLiens granted pursuant to (as applicable), such guaranties, Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement supplements and security agreements;
(g) after the Security Closing Date, promptly within sixty (60) days after (x) the acquisition of any Material Owned Property by any Loan Party or (y) the formation or acquisition of any new direct or indirect Subsidiaries that owns any Material Owned Property, in each case if such Material Owned Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement, and otherwise satisfy the Collateral and Guarantee Requirement with respect to such real property, 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; and
(h) upon the written request of the Administrative Agent following a Change in Law pursuant to which the Administrative Agent reasonably determines that (x) the circumstances causing the undistributed earnings of any Foreign Subsidiary (as determined for United States federal income tax purposes) to be treated as a deemed dividend to Borrower or any other Domestic Subsidiary for United States federal income tax purposes or (y) such other circumstances no longer subject Borrower or any other Domestic Subsidiary to liability for any additional United States income taxes by virtue of Section 956 of the Code or any other applicable provision of the Code (“CFC Pledge Restrictions”), then that portion of such Foreign Subsidiary’s outstanding Equity Interests issued by such Foreign Subsidiary not theretofore pledged pursuant to the relevant Collateral Document shall be pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to a supplement to the relevant Collateral Document (or another pledge agreement in substantially identical form, if needed) to the extent that entering into such Collateral Document is permitted by the Laws of the respective foreign jurisdiction and with all documents delivered pursuant to this Section 6.11(h) to be in form, scope and substance reasonably satisfactory to the Collateral Agent, unless counsel for Borrower reasonably acceptable to the Administrative Agent provides, within sixty (60) days after such written request of the Administrative Agent, a written opinion addressed to Borrower and the Administrative Agent, in form and substance mutually satisfactory to Borrower and the Administrative Agent to the effect that, with respect to any direct Foreign Subsidiary of any Loan Party that has not already had all of the Equity Interests issued by it pledged pursuant to the Collateral Documents, a pledge of more than 65% of the total combined voting power of all classes of Equity Interests of such Foreign Subsidiary entitled to vote could reasonably be expected, despite such Change in Law, to continue to be subject to a CFC Pledge Restriction.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (i) Upon (x) the formation or acquisition of any new Subsidiary by the Company direct or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its indirect Material Subsidiaries (other than the acquisition by any Excluded Subsidiary of Loan Party or (y) after any Person becomes a leasehold interest Material Subsidiary, then in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(iA) in connection with to the extent such formation Material Subsidiary that is not (x) a CFC or acquisition of (y) a SubsidiarySubsidiary that is held directly or indirectly by a CFC, within 30 10 days after such formation or acquisition thereafter (or such longer period later date as the Collateral Agent may agree in its reasonable sole discretion), (A) cause each such Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplementGuaranty Supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the other Loan Parties’ Obligations and a joinder or supplement to under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(iiB) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent thereafter (or such longer period, later date as the Collateral Agent may agree in its reasonable sole discretion), take, and cause each such Material Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, whatever action (including, without limitation, the filing of UCC financing statements) may reasonably be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, assignments, pledge agreement supplements and pledge agreements delivered pursuant to the Loan Documents, enforceable against all third parties in accordance with their terms,
(C) within 60 days thereafter (or such later date as the Collateral Agent may agree in its sole discretion) duly with respect to any such Material Subsidiary that is a “significant subsidiary” as defined by Regulation S-X promulgated by the Securities and Exchange Commission, deliver to the Collateral Agent, upon the reasonable request of the Collateral Agent, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in this Section 5.01(i), (2) such guaranties, Guaranty Supplements, pledges, assignments, pledge agreement supplements and other pledge agreements being legal, valid and binding obligations of each Loan Party that is a party thereto enforceable in accordance with their terms, as to the matters contained in this Section 5.01(i), (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties and (4) such other matters as the Collateral Agent may reasonably request, and
(D) at any time and from time to time, promptly execute and deliver, and cause each such Material Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC), to execute and deliver, any and all further instruments and documents and take, and cause each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, all such other action as the Collateral Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens created or purported to be created under the Loan Documents.
(ii) Upon the formation or acquisition of any new direct or indirect Subsidiary by any Loan Party, then in each case at the Borrower’s expense, within 30 days thereafter (or such later date as the Collateral Agent may agree in its sole discretion), duly execute and deliver and cause such Subsidiary (to the extent that it is a Material Subsidiary) and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver, deliver to the Collateral Agent one or more pledges, assignments, pledge agreement supplements to the Security Documents and other pledge agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all of the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause of such Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (other than an Excluded SubsidiaryA) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported Equity Interests in any Subsidiary held by a CFC shall not be required to be subject to the Security Documentspledged and (B) if such new Equity Interests are Equity Interests in a CFC, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request only 66% of the Collateral Agent, or such longer period as voting Equity Interests and 100% of the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge non-voting Equity Interests of such real property to the Collateral Agent for the benefit CFC shall be pledged in favor of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security DocumentsSecured Parties.
Appears in 1 contract
Samples: Credit Agreement (Cracker Barrel Old Country Store, Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition Graphic Arts Center de Mexico and any Subsidiary that is held directly or indirectly by a CFC) by any Excluded Subsidiary of a leasehold interest in real estate located in Loan Party, then the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Borrower shall, at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretionSubsidiary, (A) and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Joinder Agreement, pursuant to which such other than an Excluded Loan Party shall guaranty the other Loan Parties' obligations under the Loan Documents and pledge a security interest in and to all of its assets in support of such guaranty in accordance with the terms and conditions of the Security Agreement,
(ii) within 15 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementdeeds of trust, in form trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and substance reasonably satisfactory to the Collateral Agentleasehold deeds of trust), Guaranteeing the Obligations Security Agreement Supplements, IP Security Agreement Supplements and a joinder or supplement to the applicable Security Documents other security and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agentpledge agreements, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent (including delivery of all Pledged Equity in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the --------------------- Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against ------------ all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent (certain of which opinions, in the Administrative Agent's discretion, may be given by in-house counsel) as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and
(vi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or -------- ------- any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Loan Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower's expense:
(i) within 15 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii) within 30 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the 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) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent (certain of which opinions, in the Administrative Agent's discretion, may be given by in-house counsel) as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of any material real property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent -------- ------- that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the Borrower's expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and 100 their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(ii) within 15 days after such request, duly execute and deliver, and cause each Domestic Subsidiary (other than any Subsidiary that is held directly or propertyindirectly by a CFC) of the Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all --------------------- the Obligations of such Subsidiary under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Domestic Subsidiary (other than an Excluded Subsidiaryany Subsidiary that is held directly or indirectly by a CFC) and of the Company and each of its Subsidiaries Borrower to take, whatever actionaction (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the 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 Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, ------------ enforceable against all third parties in accordance with their terms,
(iv) within 30 60 days after such request, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent (certain of which opinions, in the discretion of the Administrative Agent, may be given by in-house counsel) as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,, and
(v) as promptly as practicable after such request, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrower and its Subsidiaries, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or -------- ------- any of its Subsidiaries shall have otherwise 101 received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit Administrative Agent.
(d) At any time upon request of the Noteholders and the Collateral Administrative Agent, and
(vi) 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 Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security DocumentsAgreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Cenveo, Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary by after the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries Closing Date (other than the acquisition any Excluded Subsidiary, so long as a material adverse tax consequence would result therefrom) by any Excluded Subsidiary of a leasehold interest in real estate located in Credit Party, then the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Credit Parties shall, at the Company’s Credit Parties’ expense, notify the Collateral Agent and the Noteholders thereof and:
(i) Notify the Administrative Agent in connection with such writing either prior to or no later than the date of formation or acquisition of a Subsidiary, within 30 days after such Subsidiary of the formation or acquisition or of such longer period as the Collateral Agent may agree in its reasonable discretionSubsidiary,
(ii) within fifteen (15) Business Days after receipt thereof, (A) cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary excluded from the requirements due to material adverse tax consequences), to duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(iii) within fifteen (15) Business Days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iv) within fifteen (15) Business Days after receipt thereof, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementSecurity Documents, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyreal and personal properties,
(iiiv) within 30 days thirty (30) Business Days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each direct and indirect parent of its Subsidiaries such Subsidiary (if it has not already done so) to take, take whatever actionaction (including the recording of Mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable 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 Liens on the properties purported to be subject to the Security DocumentsDocuments delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms,
(ivvi) within 30 days after the request simultaneously with delivery of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretionSecurity Documents required pursuant to this Section 6.11, deliver to the Collateral Administrative Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Credit Parties reasonably acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Collateral Administrative Agent may reasonably request, and
(vii) simultaneously with delivery of the information required pursuant to Section 6.11(a)(iii), deliver to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $500,000 owned or held by the entity that is the subject of such formation or acquisition, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties having a fair market value greater than $100,000, then the Credit Parties shall, at the Credit Parties’ expense (provided that notwithstanding anything contained in this Section 6.11(b), if a material adverse tax consequence shall result from such grant of a security interest, no more than 66% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Excluded Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent):
(i) within fifteen (15) Business Days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) Business Days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) Business Days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the 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) simultaneously with delivery of the Security Documents required pursuant to Section 6.11(b)(ii) and (b)(iii), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request,
(v) within fifteen (15) Business Days after any acquisition of fee owned real property having a fair market value greater than $500,000 deliver to the Administrative Agent with respect to any such real property, take such actions as flood zone determination forms, flood insurance certificates, to the Collateral Agent may request extent applicable, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in connection scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with the pledge of respect to such real property property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Administrative Agent, and
(vi) at within thirty (30) days (or such longer period as agreed to by the Administrative Agent in its absolute discretion) after any acquisition of a headquarters location or any location containing material books and records, deliver to the Administrative Agent a Lien Waiver on such property, duly-executed by the necessary parties.
(c) At any time and from time to timeupon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the such Security Documents.
(d) Notwithstanding the foregoing, the parties hereto agree that the Credit Parties shall not be required to take any actions for purposes of perfecting Liens on the Collateral granted pursuant to the Security Documents to the extent that the Administrative Agent, in its sole and absolute discretion, determines that such action would not provide material credit support for the benefit of the holders of the Obligations.
Appears in 1 contract
Samples: Credit Agreement (Intersections Inc)
Covenant to Guarantee Obligations and Give Security. Upon the formation or acquisition after the Closing Date of (1) any new Subsidiary by the Company or any of its Subsidiaries other than Excluded Subsidiaries, and upon or (2) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral AgentAgent (as to which judgment the Agent has given notice to the Company (such notice, is a “Request”)), shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties as to the LC Priority Collateral, a perfected second priority security interest in favor of Agent for the benefit of the Secured Parties as to the ABL Priority Collateral and a third priority security interest in favor of Agent and for the Noteholdersbenefit of the Secured Parties as to all other Collateral, the Company shall, then in each case at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, Subsidiary other than an Excluded Subsidiary within 30 thirty (30) days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary (other than an Excluded Subsidiary) , to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in the form and substance reasonably satisfactory to of Exhibit D hereto, guaranteeing the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementGuaranteed Obligations,
(ii) within 30 forty-give (45) days or, in the case of any item that would constitute Term Priority Collateral, within the time periods set forth in the Term Loan Documents or otherwise agreed by the Term Loan Agent (but in no event more than sixty (60) days), after (A) such formation Request or acquisition of property by any such property or any request therefor by the Collateral Agent (or such longer periodLoan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more supplements such additional pledges, assignments (it being understood that, to the Security Documents extent the applicable Collateral constitutes Term Loan Priority Collateral (as defined in the Term Loan Intercreditor Agreement), physical delivery of control thereof by the Agent shall not be required so long as such Collateral is delivered to, or under the control of, the Term Loan Agent in accordance with the Term Loan Intercreditor Agreement), security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by by, and in form and substance reasonably satisfactory to to, the Collateral Agent, securing payment of all of the Guaranteed Obligations of such Loan Party and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any such Subsidiary other than (x) an Immaterial Subsidiary or (y) a Foreign Subsidiary that is not a Material First-Tier Foreign Subsidiary of the Company, duly execute and deliver and cause each Loan Party acquiring equity interests in such Subsidiary to duly execute and deliver to the Agent pledges, assignments and security agreement supplements related to such equity interests as specified by, and in form and substance satisfactory to, the Agent, securing payment of all of the Guaranteed Obligations of such Loan Party, provided, that, if such new property is equity interests in a CFC, no more than sixty-five percent (65%) of the voting equity interests in any such CFC shall be required to be so pledged; provided, further, that no Foreign Subsidiary will be subject to local pledge perfection if in the applicable foreign jurisdiction such Foreign Subsidiary would have to consult a works council in order to perfect the pledge),
(iii) within 30 sixty (60) days after such requestRequest, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries Loan Party to take, whatever actionaction (including, without limitation, the filing of UCC financing statementsstatements (or similar registrations or filings), the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentspledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(i), enforceable against all third parties in accordance with their terms,
(iv) within 30 sixty (60) days after such Request, formation or acquisition, deliver to the Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary favorable opinions, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to (1) such guaranties, guaranty supplements, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements described in clauses (i), (ii) and (iii) above being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms and as to the matters contained in clause (iii) above, subject to customary exceptions, (2) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such assets, and (3) such other matters as the Collateral Agent may reasonably request,, consistent with the opinions delivered on the Closing Date (to the extent applicable).
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each Restricted Subsidiary other than an Excluded Subsidiary to execute and deliver, any and all further instruments and documents and take take, and cause such Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements to the Security extent required by this Section 5.01(i) and the applicable Collateral Documents. Notwithstanding the foregoing, (i) the Borrower shall have no obligation to provide in favor of the Secured Parties perfected security interests in any real property held by the Borrower or its Subsidiaries and (ii) the Agent may waive, modify or extend any of the periods or other requirements set out herein.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Eastman Kodak Co)
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new direct or indirect Subsidiary (other than a CFC or a Subsidiary that is held directly or indirectly by the Company a CFC) by any Loan Party (each, a “NEW SUBSIDIARY”) or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a New Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such New Subsidiary, and cause each direct and indirect parent of such New Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty Guaranty or guaranty supplementGuaranty Supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 10 days after (A) such request furnish to the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Collateral Agent and (B) such formation or acquisition of any such property or any request therefor by acquisition, furnish to the Collateral Agent (a description of the real and personal properties of such New Subsidiary or such longer periodthe real and personal properties so acquired, as in each case in detail reasonably satisfactory to the Collateral Agent may agree in its reasonable discretionAgent,
(iii) within 15 days after (A) such request or acquisition by any Loan Party of a parcel of real property with a value greater than $5,000,000, duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any New Subsidiary, duly execute and deliver and cause each New Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all of the obligations of such New Subsidiary under the Loan Documents; provided that if such new property is Equity Interests in a CFC, only 66% of such Equity Interests shall be pledged in favor of the Secured Parties,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company each Loan Party and each of its Subsidiaries such New Subsidiary to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the reasonable request of the Collateral Agent, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersLender Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (A) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (B) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (C) such other matters as the Collateral Agent may reasonably request,
(vvi) with respect to any real propertyas promptly as practicable after such request, take such actions as formation or acquisition, deliver, upon the reasonable request of the Collateral Agent may request in connection with the pledge of such real property Agent, to the Collateral Agent for the benefit with respect to each parcel of real property with a value greater than $5,000,000 owned or held by each Loan Party and each New Subsidiary, title reports, surveys and engineering, soils and other reports, environmental assessment reports, tenant estoppels and each of the Noteholders other items, mutatis mutandis, set forth in Section 3.01(b)(iv) as may be applicable, each in scope, form and substance reasonably satisfactory to the Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each New Subsidiary to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each New Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Samples: Credit Agreement (Trump Entertainment Resorts, Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect Subsidiaries (other than Non-Guarantor Subsidiaries) of the Term B Borrower by any applicable Loan Party or of any Subsidiary by of the Company Revolving Credit Borrower that is or any becomes the direct or indirect parent of its Subsidiariesa Loan Party, and upon (y) the acquisition of any property Leased Real Property or Owned Real Property with a value in excess of $5,000,000 by any Loan Party and (z) the acquisition of any Joint Venture Interests (or Equity Interests held by the Company Revolving Credit Borrower or the Term B Borrower in any of other entity that holds as its Subsidiaries (other than the acquisition principal asset, whether directly or indirectly, interests in real property) by any Excluded Subsidiary of a leasehold interest in real estate located in Loan Party, and such property shall not already be subject to, and is required under the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment terms of the Collateral AgentLoan Documents to be subject to, is not already subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent Secured Parties and shall not be subject to a Mortgage Financing or other financing permitted by the Noteholdersterms of this Agreement, the Company shall, then in each case at the Company’s Borrowers’ expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary (other than a Non-Guarantor Subsidiary) that is not a CFC, within 30 20 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 20 days after such formation or acquisition, furnish to the Collateral Agent a description of the Real Properties of such Subsidiary or the Owned Real Property or Leased Real Property so acquired, in each case in detail satisfactory to the Collateral Agent,
(iii) within 30 days after (A) such acquisition of any such property Owned Real Property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) Leased Real Property duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent (including, without limitation, a Mortgage, together with the Assignment of Leases and Rents referred to therein (and all other items, to the extent applicable, listed in Section 3.01(a)(iii)(B) through (F)) securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such properties and (B) such formation or acquisition, duly execute and deliver and cause such Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to the Collateral Agent, securing payment of all of the Obligations obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (A) the stock of any Subsidiary held by a CFC or a Non-Guarantor Subsidiary shall not be pledged and establishing liens on all (B) if such properties or propertynew property is Equity Interests in a CFC, no more than 66% of such Equity Interests shall be required to be pledged in favor of the Secured Parties,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Loan Party and each newly acquired or newly formed Subsidiary (other than an Excluded any Subsidiary that is a CFC or a Non-Guarantor Subsidiary or a Subsidiary that is held directly or indirectly by a CFC or Non-Guarantor Subsidiary) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 days as promptly as practicable after the request of the Collateral Agent, such formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Agent may reasonably request,
(vvi) with respect to any real propertyas promptly as practicable after such formation or acquisition, take such actions as deliver, upon the request of the Collateral Agent may request in connection with the pledge of such real property its sole discretion, to the Collateral Agent for with respect to each parcel of Real Property owned or held by each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Non- Guarantor Subsidiary or a Subsidiary that is held directly or indirectly by a CFC or a Non-Guarantor Subsidiary) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the benefit Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such Real Property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Non-Guarantor Subsidiary or a Subsidiary that is held directly or indirectly by a CFC or Non-Guarantor Subsidiary) to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Non-Guarantor Subsidiary or a Subsidiary that is held directly or indirectly by a CFC or Non-Guarantor Subsidiary) to take, all such other action as the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements, in each case on the Security Documentsproperties purported to be subject to the mortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Administrative Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any for a purchase price in excess of its Subsidiaries $500,000 (other than the acquisition of a Restricted Subsidiary) by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a SubsidiarySubsidiary that is not (x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementGuaranty Supplement, in substantially the form and substance reasonably satisfactory to of Exhibit E hereto, guaranteeing the Collateral Agent, Guaranteeing other Loan Parties’ obligations under the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 10 days after (A) such request furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent and (B) such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail satisfactory to the Administrative Agent,
(iii) within 15 days after (A) such request or acquisition of property for a purchase price in excess of $500,000 by any such property or any request therefor by the Collateral Agent (or such longer periodLoan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Administrative Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any new Subsidiary, duly execute and deliver and cause each Subsidiary to duly execute and deliver to the Administrative Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to the Administrative Agent, securing payment of all of the obligations of such Subsidiary under the Loan Documents, provided, that (A) the stock of any Subsidiary held by a CFC shall not be pledged and (B) if such new property is Equity Interests in a CFC, only 66% of such Equity Interests shall be pledged in favor of the Secured Parties,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Loan Party and each newly acquired or newly formed Subsidiary (other than an Excluded Subsidiaryany Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after such request, formation or acquisition, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Administrative Agent may reasonably request,
(vvi) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) title reports, title insurance policies, surveys and engineering, soils and other reports, environmental assessment reports and estoppel and consent agreements, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Administrative Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, all such other action as the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Samples: Credit Agreement (Grubb & Ellis Co)
Covenant to Guarantee Obligations and Give Security. Upon the (v) formation or acquisition of any new Subsidiary Domestic Subsidiaries by the Company Group or any of its SubsidiariesDomestic Subsidiaries after the Effective Date, and upon the (w) formation or acquisition of any property Included Foreign Subsidiary by the Company Group or any of its Subsidiaries after the Effective Date, (x) receipt of notice by the Administrative Agent pursuant to Section 2.8(i) to the effect that a Foreign Subsidiary has, during the period described in such notice, become an Included Foreign Subsidiary, (y) acquisition after the Effective Date of any property by any Credit Party (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organizationProperty), which and such property, in the reasonable judgment of the Collateral AgentDebt Coordinators, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent Trustee for the benefit of the Collateral Agent Secured Parties or (z), with respect to clause (vii) below, upon the request of the Debt Coordinators after the occurrence and during the Noteholderscontinuance of a Default, the Company shallthen Group will, or will cause its Subsidiaries to, in each case at the Company’s such Credit Party's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, or a Foreign Subsidiary becoming an Included Foreign Subsidiary, in each case as specified above, within 30 days after such formation or acquisition acquisition, or in the case of clause (x) above, within 30 days after the delivery of such longer period as the Collateral Agent may agree in its reasonable discretionnotice, cause each such (A) cause each such Domestic Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent Trustee a Domestic Subsidiary Guaranty Supplement and (B) Included Foreign Subsidiary to duly execute and deliver to the Collateral Trustee a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral AgentDebt Coordinators, Guaranteeing guaranteeing such of the other Foreign Subsidiaries' Obligations and a joinder or supplement to the applicable Security under those Loan Documents and Covered Facilities the result of which, in each case under this clause (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held ), is reasonably determined by the Company or Debt Coordinators to not impose any of material adverse tax consequences on Group and its Subsidiaries accompanied Subsidiaries, taken as a whole; provided that the Debt Coordinators may extend the 30 day time periods specified in this subsection (i) by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary up to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, an additional 45 days if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementGroup,
(ii) within 30 days after such formation or acquisition acquisition, or in the case of any clause (x) above, within 30 days after the delivery of such property or any request therefor by notice, furnish to the Collateral Agent Trustee a description of the real and personal properties of such Domestic Subsidiary or Included Foreign Subsidiary and their respective Subsidiaries in Included Foreign Jurisdictions in detail reasonably satisfactory to the Debt Coordinators,
(iii) within 60 days after such formation or acquisition, or in the case of clause (x) above, within 60 days after the delivery of such longer periodnotice, as the Collateral Agent may agree in its reasonable discretion) cause such Domestic Subsidiary or Included Foreign Subsidiary to duly execute and deliver, (A) and cause each such Domestic Subsidiary and (with respect to stock pledges) each direct and indirect parent of such Domestic Subsidiary and each Included Foreign Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Agent one Trustee mortgages with respect to Material Real Property, lease assignments or more mortgages with respect to Material Leased Property, pledges, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements, all as specified by and in form and substance reasonably satisfactory to the Collateral AgentDebt Coordinators, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and establishing liens on the Covered Facilities (provided that none of such agreements shall cover Excluded Property) and (B) with respect to each first-tier Foreign Subsidiary of Group or such Domestic Subsidiary, to the Collateral Trustee a pledge of 66% of the shares of capital stock (or other Equity Interests) of such first-tier Foreign Subsidiary, securing payment of all such properties the Obligations of Group or propertythe applicable Domestic Subsidiary under the Loan Documents and the Covered Facilities; provided that the Debt Coordinators may extend the 60 day time periods specified in this subsection (iii) by up to an additional 45 days if requested by Group,
(iiiiv) within 30 60 days after such request, formation or acquisition, or in the case of clause (x) above, within 60 days after the delivery of such longer period, as the Collateral Agent may agree in its reasonable discretionnotice, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries Credit Party to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable judgment of the Debt Coordinators to vest in the Collateral Trustee (or in any representative of the Collateral Trustee designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 2.5(k), enforceable against all third parties in accordance with their terms; provided that the Debt Coordinators may extend the 60 day time periods specified in this subsection (iv) by up to an additional 45 days if requested by Group,
(ivv) within 30 60 days after such formation or acquisition, or in the case of clause (x) above, within 60 days after the request delivery of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretionnotice, deliver to the Collateral AgentTrustee, organizational documentsupon the request of the Debt Coordinators in their sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent Trustee and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Credit Parties acceptable to the Collateral Agent Debt Coordinators as to the matters contained in clauses (i) and (iii) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Credit Party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Agent Debt Coordinators may reasonably request; provided that the Debt Coordinators may extend the 60 day time periods specified in this subsection (v) by up to an additional 45 days if requested by Group,
(vvi) within 60 days after such formation or acquisition, or in the case of clause (x) above, within 60 days after the delivery of such notice, deliver, upon the reasonable request of the Debt Coordinators, to the Collateral Trustee with respect to each parcel of Material Real Property owned, or Material Leased Property held, by the entity that is the subject of such request, formation or acquisition, such documents and reports of the type specified in Section 6.1(a)(v) hereof and (if available) engineering, soils, environmental assessment and other reports, each in scope, form and substance reasonably satisfactory to the Debt Coordinators, provided however that to the extent that Group or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such Material Real Property or Material Leased Property, such items shall, promptly after the receipt thereof, be delivered to the Debt Coordinators; provided further that the Debt Coordinators may extend the 60 day time periods specified in this subsection (vi) by up to an additional 45 days if requested by Group,
(vii) upon request of the Debt Coordinators after the occurrence and during the continuance of a Default, (A) promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Collateral Account, and (B) with respect to all other dividends paid or payable to it or any real propertyof its Subsidiaries from time to time, take promptly execute and deliver, or cause such actions Subsidiary to promptly execute and deliver, as the Collateral Agent case may request be, any and all further instruments and take or cause such Subsidiary to take, as the case may be, all such other action as the Debt Coordinators may deem necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property to the Collateral Agent for the benefit of the Noteholders dividend is paid or payable a perfected, first priority Lien on and the Collateral Agentsecurity interest in such dividends, and
(viviii) at any time and from time to time, promptly execute and deliver any and all further instruments and documents (including, to the extent not previously delivered, a supplement to this Agreement, in form and substance reasonably acceptable to the Debt Coordinators) and take all such other action as the Collateral Agent in its reasonable judgment Debt Coordinators may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Samples: Amendment, Modification, Restatement and General Provisions Agreement (Warnaco Group Inc /De/)
Covenant to Guarantee Obligations and Give Security. Upon (a) The Borrower shall, at the Borrower’s expense, (x) upon the formation or acquisition of any new direct or indirect Domestic, Wholly-Owned Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than an Immaterial Subsidiary) by any Loan Party or (y) at the request of the Administrative Agent (other than in the case of clause (ii) below), following the acquisition by any Excluded Subsidiary Loan Party of any property of a leasehold type required to be subject to a security interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization)pursuant to any Collateral Document, which property, that in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien security interest (with the priority provided for in the Intercreditor Agreement) in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and Secured Parties, to the Noteholders, the Company shall, at the Company’s expense, notify extent required by the Collateral Agent Documents and the Noteholders thereof andnot otherwise constituting Excluded Assets:
(i) in connection with such formation or acquisition the case of a Subsidiaryclause (x) above, within 30 days after such formation or acquisition (or such longer period later date as may be agreed by the Collateral Agent may agree in its reasonable discretionAdministrative Agent), (A) cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiaryif it has not already done so) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) in the case of each of clauses (x) and (y) above, within 60 days after such formation or acquisition (or such later date as may be agreed by the Administrative Agent), cause (1) such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) or (2) such Loan Party, as applicable, to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt and mortgages in respect of any Real Property owned in fee simple with a value in excess of $5,000,000 (“Material Real Property”), in form and substance reasonably satisfactory to the Administrative Agent (together with the fixture filings and assignments of leases and rents referred to therein, as the same may be amended, the “Mortgages”), securing payment of all the Obligations of such Subsidiary, such parent or such Loan Party, as the case may be, under the Loan Documents and constituting Liens on all such Real Property, together with:
(A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or reasonably desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid,
(B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects, Liens (including, but not limited to, mechanics’ and materialmen’s Liens), and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or reasonably desirable,
(C) (i) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days (or such other date as may be agreed by the Administrative Agent) before the acquisition of such Subsidiary or the Material Real Property, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent,
(D) evidence of the insurance required by the terms of the Mortgages as the Administrative Agent may reasonably request,
(E) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto);
(F) such customary opinions of local counsel for the Loan Parties in the State in which the Mortgaged Property is located as the Administrative Agent may reasonably request;
(G) evidence that all other action that the Administrative Agent may deem necessary or reasonably desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; and
(H) if available, environmental assessments.
(iii) in the case of each of clauses (x) and (y) above, within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodlater date as may be agreed by the Administrative Agent), cause (1) such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) or (2) such Loan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliverapplicable, and cause each such Subsidiary to duly execute and deliver, deliver to the Collateral Administrative Agent one or more supplements to the Security Documents Agreement Supplements, security agreements covering any IP Rights held by such Subsidiary and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary described in clause (x) above, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary, such parent or such Loan Party, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such personal properties that do otherwise constitute Excluded Assets, in each case, to the extent required by the applicable Collateral Documents,
(iv) in the case of each of clauses (x) and (y) above, within 30 days (or propertywith respect to any of the following actions in respect of any Real Property, 60 days) after such formation or acquisition (or such later date as may be agreed by the Administrative Agent), cause (1) such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) or (2) such Loan Party, as applicable, to take whatever action (including, but not limited to, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, security agreements covering any IP Rights held by such Subsidiary and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, in each case, to the extent required by the applicable Collateral Documents, and
(v) in the case of each of clauses (x) and (y) above, within 60 days after such formation or acquisition (or such later date as may be agreed by the Administrative Agent), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) Within 60 days following the Closing Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion), the Borrower shall enter into and deliver to the Administrative Agent all Foreign Pledge Agreements and other customary related security documents evidencing the pledge of 66% of the total voting power of all outstanding Voting Stock and 100% of the Equity Interests not constituting Voting Stock of the Subsidiaries referenced in the definition of Foreign Pledge Agreement, together with opinions of counsel (including local counsel) to the Borrower in each applicable jurisdiction with respect to such Foreign Pledge Agreements and such other security documents in form and substance reasonably satisfactory to the Administrative Agent.
(i) Notwithstanding anything to the contrary set forth in this Agreement, within 30 days following the Closing Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion), the Borrower shall provide endorsements to each policy of insurance as required under Section 6.07 of this Agreement which name the Collateral Agent, on behalf of the Secured Parties, as (A) an additional insured (in the case of liability insurance) and/or (B) loss payee (in the case of property insurance) and (ii) notwithstanding anything to the contrary set forth in this Agreement, the Pledge Agreement or any of the other Loan Documents, within 15 days following the Closing Date (as such date may be extended from time to time by the Administrative Agent in its sole discretion) deliver the share certificate(s) no. C-3 representing 199 Shares of ATI International Investments, Inc., a private company providing telecommunications services as “the ALTA group,” endorsed in blank by an endorsement in the name of the Borrower.
(d) Upon the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent,
(ii) within 15 days after such request, duly execute and deliver, and cause each Loan Party (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, security agreements covering any IP Rights held by such Subsidiary and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 6.12(a)(ii)), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties, in each case, to the extent required pursuant to the applicable Collateral Documents,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries Loan Party to take, whatever actionaction (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security DocumentsAgreement Supplements, security agreements covering any IP Rights held by such Subsidiary and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, in each case, to the extent required pursuant to the applicable Collateral Documents,
(iv) within 30 60 days after such request, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,, and
(v) as promptly as practicable after such request, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of Material Real Property owned or held by the Borrower and its Subsidiaries, Mortgage Policies, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit Administrative Agent.
(e) [Reserved]
(f) If, as of the Noteholders last day of any fiscal quarter of the Borrower, the aggregate consolidated assets of all Immaterial Subsidiaries exceeds 5.0% of Consolidated Total Assets (as set forth in the most recent consolidated balance sheet of the Borrower and its Subsidiaries delivered to the Collateral AgentLenders pursuant to this Agreement and computed in accordance with GAAP) then, and
within 45 days after the end of any such fiscal quarter (vior, if such fiscal quarter is the fourth fiscal quarter of the Borrower, within 90 days thereafter) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all (as either such other action as date may be extended by the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens ofsole discretion)), the Security DocumentsBorrower shall cause one or more Immaterial Subsidiaries to take the actions specified in Section 6.12(a) on the same basis that any newly formed or acquired Domestic, Wholly-Owned Subsidiary of the Borrower would have to take; provided, however, such actions shall only be required to the extent that, after giving effect to such actions, the aggregate consolidated assets of all Immaterial Subsidiaries do not exceed 5.0% of Consolidated Total Assets.
(g) If, at the time of the delivery of the financial statements pursuant to Section 6.01(a) or (b), any Guarantor is an Immaterial Subsidiary, then (i) upon the written request by the Borrower to the Administrative Agent (which written request shall be delivered to the Administrative Agent within 15 days after the delivery of such financial statements and shall demonstrate, in reasonable detail, that any such Guarantor is an Immaterial Subsidiary), (ii) so long as the Borrower is not required to add any Immaterial Subsidiaries as Guarantors pursuant to Section 6.12(f), (iii) such Guarantor is not an obligor or guarantor of (or is concurrently released as an obligor or guarantor of) any Permitted Additional Indebtedness and ABL Obligations and (iv) so long as no Default or Event of Default then exists or would result therefrom, such Guarantor may be released from its obligations under the Guaranty and applicable Collateral Documents to which it is a party in accordance with the terms thereof.
Appears in 1 contract
Samples: Credit Agreement (Ciena Corp)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Significant Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any material property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Significant Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 days after such formation or acquisition, furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail satisfactory to the Collateral Agent,
(iii) within 60 days after (A) such acquisition of any such material property or by any request therefor by the Collateral Agent (or such longer periodLoan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary the applicable Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by reasonably requested by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties or property,
and (iiiB) within 30 days after such request, formation or acquisitionacquisition of any new Significant Subsidiary, or cause such longer period, as Significant Subsidiary to duly execute and deliver to the Collateral Agent may agree mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as reasonably requested by, and in its reasonable discretionform and substance satisfactory to the Collateral Agent, takesecuring payment of all of the obligations of such Subsidiary under the Loan Documents, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company applicable Loan Party and each of its Subsidiaries such Significant Subsidiary to take, whatever action, action may be reasonably necessary or advisable in the filing opinion of UCC financing statements, the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(i), enforceable against all third parties in accordance with their terms,
(iv) within 30 60 days after the request of the Collateral Agent, such formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the reasonable request of the Collateral Agent, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i) and (iii) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, (3) any recordings, filings, notices, endorsements and other actions taken pursuant thereto being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Agent may reasonably request,
(v) with respect to any real propertyas promptly as practicable after such request, take such actions as formation or acquisition, deliver, upon the request of the Collateral Agent may request in connection with the pledge of such real property its reasonable credit judgment, to the Collateral Agent for with respect to each parcel of real property with a value in excess of $500,000 owned or held by the benefit applicable Loan Party and each newly acquired or newly formed Significant Subsidiary title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vi) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party and each newly acquired or newly formed Significant Subsidiary any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Significant Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining to obtain the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements; provided, however, that nothing in this clause (i) shall require the Security Documentscreation or perfection of pledges or security interests in particular assets of the Loan Parties if the Collateral Agent shall have determined that the cost of creation and perfection of such pledges or security interests is excessive in view of the benefit to be obtained by the Lenders.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (a) Subject to the proviso set forth below, (w) upon the formation or acquisition of any new Subsidiary by the Company direct or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such indirect Subsidiary (other than an Immaterial Subsidiary or an Excluded Foreign Subsidiary) by any Loan Party, (x) the Borrower has knowledge that any Foreign Subsidiary ceases to constitute an Excluded Foreign Subsidiary, (y) any Subsidiary ceases to constitute an Immaterial Subsidiary or (z) if at any time any Subsidiary issues, guarantees or otherwise is obligated on any Subordinated Indebtedness or any other Indebtedness incurred pursuant to Section 7.02(j) and such Subsidiary is not a Guarantor, in each case at the Borrower’s expense and at the times set forth below (or such later times as may be determined by the Administrative Agent in its sole discretion):
(i) within 10 Business Days thereafter, cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementSecured Obligations,
(ii) within 30 days after such formation or acquisition of (60 days with respect to any such property or any request therefor by the Collateral Agent (or such longer periodreal property) thereafter, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages and other security and pledge agreements and supplements and joinders to existing Collateral Agent one or more supplements to the Security Documents Documents, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Interests (as defined in the Pledge Agreement) in and of such Subsidiary, and other instruments of the type specified in Section 4.01(d)), securing payment of all the Secured Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyreal and personal properties,
(iii) within 30 days after such requestthereafter, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each direct and indirect parent of its Subsidiaries such Subsidiary (if it has not already done so) to take, take whatever actionaction (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the Security Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, and other security and pledge agreements and supplements and joinders to existing Collateral Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(iv) within 30 60 days after thereafter, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsan opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, and, with respect to such matters, in substantially the form of the opinions delivered pursuant to Section 4.01(b), and as to such other matters as the Collateral Administrative Agent may reasonably request,
(v) as promptly as practicable thereafter, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent, with respect to each parcel of Material Real Property owned or held by such Subsidiary, title reports, surveys and engineering, soils and other reports, “life of the loan” flood zone determinations and, as applicable, flood insurance and borrower notices (all in compliance with applicable regulations) and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Administrative Agent, and
(vi) within 30 days thereafter, deliver to the Administrative Agent such Organization Documents, board resolutions or consents, incumbency, other documents, and certificates referred to in Section 4.01, such updated Schedules to the Loan Documents with respect to such Subsidiary and such other documents, in each case as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. provided, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary or Immaterial Subsidiary be required to guaranty the payment of any Secured Obligation (unless the circumstances described in subclause (z) of clause (a) above apply), (y) the Loan Parties, individually or collectively, be required to pledge in excess of 65% of the outstanding Equity Interests of any Excluded Foreign Subsidiary or (z) a security interest be required to be granted on any property of any Excluded Foreign Subsidiary or Immaterial Subsidiary as security for any Secured Obligation; provided further that (I) any Loan Party that pledges the Equity Interests of any Foreign Subsidiary shall only be required to execute a pledge governed by any foreign Laws and (II) any Foreign Subsidiary that is not an Excluded Foreign Subsidiary or Immaterial Subsidiary shall only be required to enter into a guaranty or guaranty agreement supplement or take any action to pledge its assets under the Collateral Documents if, in each case, (A) the Administrative Agent reasonably determines that the benefits to the Lenders of having such a pledge by such Loan Party governed by foreign Laws or having a Foreign Subsidiary enter into such guaranty or guaranty supplement and pledge its assets outweighs the cost to the Borrower and its Subsidiaries of such actions and (B) the Administrative Agent requests such foreign Law pledge, guaranty, guaranty supplement and/or pledge.
(b) Upon the acquisition or creation of any property by any Loan Party, if such property, having a fair market value in excess of $2,000,000 individually and $5,000,000 in the aggregate for all such real property (“Material Real Property”), that in the judgment of the Administrative Agent is not already subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, at the Borrower’s expense and to the extent required under the Collateral Documents (in each case at the times set forth below or such later times as may be determined by the Administrative Agent in its sole discretion):
(i) within 10 Business Days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within 30 days (60 days with respect to any real property) after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, and other security and pledge agreements and supplements and joinders to existing Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Secured Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and, with respect to such matters, in substantially the form of the opinions delivered pursuant to Section 4.01(b), and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of real property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and other reports, “life of the loan” flood zone determinations and, as applicable, flood insurance and borrower notices (all in compliance with applicable regulations) and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent, and
(ii) as promptly as practicable after such request, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrower and its Subsidiaries, title reports, surveys and engineering, soils and other reports, “life of the loan” flood zone determinations and, as applicable, flood insurance and borrower notices (all in compliance with applicable regulations) and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(d) At any time and from time to timeupon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the Security such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, and other security and pledge agreements and supplements and joinders to existing Collateral Documents.
Appears in 1 contract
Samples: Credit Agreement (On Assignment Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect Guarantor Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by any Loan Party (subject to the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located applicable limitations set forth in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, Security Agreement) that is not already subject to a perfected lien first priority security interest (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 45 days after such formation or acquisition or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretionGuarantor Subsidiary, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementcounterpart of the Subsidiary Guaranty, in form and substance reasonably satisfactory to guaranteeing the Collateral Agent, Guaranteeing other Loan Parties’ obligations under the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Loan Documents;
(ii) within 30 45 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, furnish to the Collateral Agent one a description of the real and personal properties of the Loan Parties and their respective Guarantor Subsidiaries in detail satisfactory to the Collateral;
(iii) within 45 days after such formation or more acquisition, furnish to the Administrative Agent a description of any Material Owned Real Property and Material Leased Real Property of such Guarantor Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(iv) within 45 days after such formation or acquisition, take, and cause such Guarantor Subsidiary to take, whatever action (including, without limitation, supplements to the Security Documents Agreement, supplements to the Intellectual Property Security Agreements and other security and pledge agreements, in all such cases, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Equity Interests and Pledged Debt in and of such Guarantor Subsidiary, and other instruments representing the Pledged Equity Interests in certificated form accompanied by undated stock powers executed in blank or the Pledged Debt indorsed in blank to the extent required by the Security Agreement), in all such cases to the same extent that such documents and instruments would have been required to have been delivered by Persons that were Guarantor Subsidiaries on the Amendment Effective Date, securing payment of all the Obligations and establishing liens on all of such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as Guarantor Subsidiary under the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security Loan Documents, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,;
(v) with respect to any real propertyMaterial Owned Real Property and Material Leased Real Property, take upon the later to occur of (x) 60 days after such actions request, formation or acquisition and (y) delivery of the Compliance Certificate required to be delivered pursuant to Section 6.02(b), take, and cause such Guarantor Subsidiary or such parent to take, whatever action (including, without limitation, the recording of mortgages, assignments, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent may request (or in connection with the pledge any representative of such real property to the Collateral Agent designated by it) valid and subsisting Liens on the Material Owned Real Property and Material Leased Real Property, including without limitation delivery of each item set forth in Section 6.19 hereof (“Additional Mortgaged Property”);
(vi) contemporaneously with the delivery of such Collateral Documents required to be delivered to the Administrative Agent, 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 benefit Loan Parties reasonably acceptable to the Administrative Agent, as to the validity and enforceability of the Noteholders agreements entered into pursuant to this Section 6.12 and as to such other related matters as the Administrative Agent may reasonably request, within 60 days after such formation or acquisition;
(vii) within the later to occur of (x) 45 days after such formation or acquisition of Material Owned Real Property or of Material Leased Real Property and (y) delivery of the Compliance Certificate required to be delivered pursuant to Section 6.02(b), cause such Guarantor Subsidiary to provide, the Administrative Agent with a legal description of all Material Owned Real Property and Material Leased Real Property, as applicable, from which any As-Extracted Collateral Agent(as 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 or mortgages under Section 9-502(b) or 9-502(c) of the UCC or any similar legal requirements; and
(viviii) 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 Administrative Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens ofLiens of such mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements as required under the terms of the Loan Documents.
(b) The time periods set forth in this Section 6.12 may be extended upon the request of the Borrower, if the Borrower and the Loan Parties are diligently pursuing same, in the reasonable discretion of the Administrative Agent. Any documentation delivered pursuant to this Section 6.12 shall constitute a Loan Document hereunder and any such document creating or purporting to create a Lien in favor of the Collateral Agent for the benefit of the Secured Parties shall constitute a Collateral Document hereunder.
(c) The foregoing requirements of Section 6.12(a) 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 not overridden by the UCC or with respect to the assets of any non wholly owned subsidiary, the organizational documents of such non wholly owned subsidiary; provided that, at the request of the Collateral Agent, the Borrower shall use its commercially reasonable efforts to obtain the applicable consents to such pledge and security interest, (ii) payroll, tax and other trust accounts, (iii) motor vehicles and other assets subject to certificates of title, (iv) with respect to any interests in respect of a Foreign Subsidiary, liens or pledges in excess of 66.6% of the voting capital stock of any “first-tier” Foreign Subsidiary (v) assets described in Section 2.2 of the Security DocumentsAgreement and (vi) 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.
(d) Notwithstanding anything to the contrary in this Section 6.12, with respect to any Material Leased Real Property required to be encumbered with a first priority Mortgage pursuant to with paragraphs (a)(v) or (a)(vii) of this Section 6.12, (i) the Borrower shall use commercially reasonable efforts to obtain (y) (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the lessor of such leasehold interest, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, and (z) any lessor consent or approval of such Mortgage as may be required pursuant to the terms of the applicable lease with respect to such leasehold interest; and (ii) if the Borrower shall fail to obtain the documents referred to in clauses (y) or (z) above with respect to any such leasehold interest, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to comply with paragraphs (a)(v) or (a)(vii) of this Section 6.12 with respect to the applicable Material Leased Real Property. As used in this Section 6.12(d), “commercially reasonable efforts” shall require the Borrower to commence the matter referred to with diligence and in a manner consistent with customary business practices, but shall not require that the Borrower commence litigation or expend any sums of money except such sums as may be required to compensate a lessor for reasonable expenses in reviewing the applicable documentation (including reasonable legal fees in connection with such review). The Borrower shall promptly, upon request, provide the Administrative Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the items referenced in this Section 6.12(d).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new Subsidiaries by any Loan Party (provided that any Excluded Subsidiary ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to constitute the acquisition of a Subsidiary for all purposes of this Section 6.12), including by the Company means of a Division, or any of its Subsidiaries, and upon the acquisition of any personal property by the Company or any of its Subsidiaries (other than the acquisition Excluded Assets) or any Material Real Property by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization)Loan Party, which real or personal property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien Lien in favor of the Collateral Agent for the benefit of the Collateral Agent Secured Parties, and then the Noteholders, the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify expense (subject to the Agreed Security Principles and any applicable provisions set forth in the Collateral Agent Documents with respect to limitations on grant of security interests in certain types of assets or Collateral and limitations or exclusions from the Noteholders thereof and:requirement to perfect Liens on such assets or Collateral):
(i) in connection with such formation the formation, including by means of a Division, or acquisition of a Subsidiary, within 30 forty-five (45) days after such formation or acquisition or such longer period as the Administrative Agent or the Collateral Agent Agent, as applicable, may agree in its reasonable sole discretion, (A) cause each such Subsidiary (other than that is not an Excluded Subsidiary) Subsidiary to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents Loan Documents, and (B) (if not already so delivereddelivered and subject to the Agreed Security Principles) deliver certificates representing the Voting Stock Pledged Equity Interests of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by the Pledged Debt of such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee Security Agreement or other pledge or security agreements with respect to the pledge of any Equity Interests or Indebtedness (or amendments, supplements or joinders thereto); provided, that, notwithstanding anything to the contrary in this Agreement, (1) except as otherwise set forth in the Agreed Security Principles with respect to Foreign Loan Parties, no assets owned directly or indirectly by any CFC (including any stock owned directly or indirectly by such CFC in a Domestic Subsidiary) or a CFC Holdco shall be required to be pledged as Collateral and Collateral Agreement,(2) except as otherwise set forth in the Agreed Security Principles with respect to Foreign Loan Parties, pledge and security agreements governed by any non-U.S. jurisdiction shall not be required.
(ii) within 30 forty-five (45) days after such formation formation, including by means of a Division, or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable sole discretion) duly execute and deliver), and cause each such Subsidiary to duly execute and deliver, furnish to the Collateral Agent one or more supplements to a description of the Security Documents as specified by real and personal properties of the Loan Parties and their respective Subsidiaries (other than Excluded Subsidiaries) in form and substance detail reasonably satisfactory to the Collateral Agent, securing payment ; provided that any such information provided pursuant to this clause (ii) shall consist solely of all information of the Obligations type that would be set forth on Schedules 1 through 12 of the Perfection Certificate and establishing liens on all such properties or propertySchedule 5.08(b) hereto,
(iii) within 30 ninety (90) days after such requestformation, formation including by means of a Division, or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable sole discretion, duly execute and deliver, and cause each such Subsidiary that is not an Excluded Subsidiary to duly execute and deliver, to the Collateral Agent, Mortgages (with respect to Material Real Properties only), Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent (consistent with the Security Agreement, Intellectual Property Security Agreement and Mortgages and subject to the Agreed Security Principles), securing payment of all the Obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties, PRIVATE & CONFIDENTIAL SUBJECT TO FRE 408 & ITS EQUIVALENTS
(iv) within ninety (90) days after such formation, including by means of a Division, or acquisition, or such longer period, as the Collateral Agent may agree in its sole discretion, take, and cause such Subsidiary (other than that is not an Excluded Subsidiary) and the Company and each of its Subsidiaries Subsidiary to take, whatever actionaction (including, without limitation, the recording of Mortgages (with respect to Material Real Properties only), the delivery of life of loan flood hazard determinations (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and evidence of flood insurance in accordance with Section 6.07(b), if applicable), the filing of UCC Uniform Commercial Code financing statements, the giving of notices and delivery of stock and membership interest certificates) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Mortgages, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security agreements delivered pursuant to this Section 6.12, in each case, to the extent required under the Loan Documents and subject to the Perfection Exceptions and, in the case of a Foreign Subsidiary, to the extent required by the Agreed Security Principles, enforceable against all third parties in accordance with their terms,
, (ivv) within 30 days forty-five (45) (or with respect to any local counsel opinion in respect of Mortgaged Property, within ninety (90) days) after the request of the Administrative Agent or the Collateral Agent, or such longer period as the Collateral such Agent may agree in its reasonable sole discretion, deliver to the Collateral such Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsopinions of counsel, addressed to the Collateral such Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably requestAgent,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documents.
Appears in 1 contract
Samples: Term Loan Credit Agreement (CommScope Holding Company, Inc.)
Covenant to Guarantee Obligations and Give Security. Upon Notwithstanding anything to the contrary in the Collateral Documents (if any), upon the commencement of a Security Period and so long as a Security Period shall be in effect (it being understood and agreed that the second proviso set forth immediately following clause (v) below shall apply solely in respect of guaranties and guaranty supplements), upon (x) the formation or acquisition of any new Significant Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary or (y) the acquisition of any Material Real Property or material 87 Amended and Restated KCSR Credit Agreement personal property by the Company any Loan Party, and such Material Real Property or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which material personal property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Significant Subsidiary or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, within 30 days after such formation or acquisition or event, as such longer time period as may be extended in the Collateral Agent may agree in its Administrative Agent’s reasonable discretion, (A) cause each such Significant Subsidiary, and cause each direct and indirect parent of such Significant Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Loan Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary furnish to the Company Collateral Agent a description of the Material Real Property and the material personal properties of such Significant Subsidiary or any of its Subsidiaries indorsed the Material Real Property and material personal properties so acquired, in blank each case in detail satisfactory to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 60 days after (A) such formation or acquisition of any such Material Real Property or material personal property or by any request therefor by the Collateral Agent Loan Party (or such longer periodexcluding Excluded Property), as such time period may be extended in the Collateral Agent may agree in its Administrative Agent’s reasonable discretion) , duly execute and deliver, and cause each such Subsidiary the applicable Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by reasonably requested by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such Material Real Property and material personal properties or property,
and (iiiB) within 30 days after such request, formation or acquisition, acquisition of any new Significant Subsidiary or such longer periodany Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, as such time period may be extended in the Administrative Agent’s reasonable discretion, cause such Significant Subsidiary to duly execute and deliver to the Collateral Agent may agree mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as reasonably requested by, and in its reasonable discretionform and substance satisfactory to the Collateral Agent, takesecuring payment of all of the obligations of such Significant Subsidiary under the Loan Documents, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company applicable Loan Party and each such Significant Subsidiary to take whatever action may be reasonably necessary or advisable in the opinion of its Subsidiaries the Collateral Agent to take, whatever action, vest in the filing Collateral Agent (or in any representative of UCC financing statements, the Collateral Agent designated by it) valid and subsisting liens Liens on the Material Real Property and material personal properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(h), enforceable against all third parties in accordance with their terms,
(iviii) within 30 60 days after such formation or acquisition or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, as such time period may be extended in the request of the Collateral Administrative Agent, or such longer period as the Collateral Agent may agree in its ’s reasonable discretion, deliver to the Collateral Agent, organizational documentsupon the reasonable request of the Collateral Agent, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i) and (ii) above, (2) such guaranties, guaranty supplements, 88 Amended and Restated KCSR Credit Agreement mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, (3) any recordings, filings, notices, endorsements and other actions taken pursuant thereto being sufficient to create valid perfected Liens on such properties, as to matters of corporate formalities as Collateral Agent may request, and (4) such other matters as the Collateral Agent may reasonably request,
(viv) with respect to as promptly as practicable upon request after any real propertysuch event, take such actions as deliver, upon the written request of the Collateral Agent may request in connection with the pledge of such real property its reasonable credit judgment, to the Collateral Agent for with respect to each newly acquired parcel of Material Real Property, any newly acquired or newly formed Significant Subsidiary or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, title insurance, land surveys and existing engineering, soils and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the benefit Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Significant Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such Material Real Property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(viv) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party, each newly acquired or newly formed Significant Subsidiary and each Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, any and all further instruments and documents and take take, and cause each Loan Party, each newly acquired or newly formed Significant Subsidiary and each Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining to obtain the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements; provided, however, that nothing in this clause (h) shall require the creation or perfection of pledges or security interests in Excluded Property or in particular assets of the Loan Parties if the Collateral Agent shall have determined that the cost of creation and perfection of such pledges or security interests is excessive in view of the benefit to be obtained by the Lenders; provided, further, that notwithstanding the first paragraph of this Section 5.01(h) or anything else to the contrary in any Loan Document, clauses (i), (iii) and (v) of this Section 5.01(h) shall apply at any time (whether or not a Security DocumentsPeriod shall be in effect at such time) to the extent such clauses relate to guaranties or guaranty supplements. In addition to the foregoing, upon the commencement of a Security Period and so long as a Security Period shall be in effect, the Borrower shall promptly, unless such RR Assets are Designated Fixed Assets, after any RR Assets are no longer the subject of any XX Xxxx, execute and deliver and cause each Loan Party whose assets are no longer subject to any XX Xxxx to execute and deliver, any further instruments and documents and take and cause each such Loan Party to take all such other action as the Collateral Agent may deem reasonably necessary or desirable to obtain the full benefits of or in perfecting and preserving the Liens of such mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements, and security agreements on the assets and property that is no longer the subject of an XX Xxxx. 89 Amended and Restated KCSR Credit Agreement Notwithstanding anything to the contrary in any Collateral Document, upon the commencement of an Investment Grade Period and provided that no Default under Section 6.01(a) or (f) or Event of Default shall have occurred and be continuing, then, so long as such Investment Grade Period shall remain in effect, neither the Parent nor the Borrower shall be required to comply with the requirements set forth in this Section 5.01(h) and upon written notice from the Borrower delivered to the Administrative Agent and the Collateral Agent, all Liens and security interests granted pursuant to this clause (h) and the Collateral Documents shall automatically be terminated, released and discharged and, at the sole cost and expense of the Borrower, the Collateral Agent shall execute such UCC termination statements, STB filings, and other documents and take such other action as is reasonably requested by the Borrower to evidence such termination. Notwithstanding the foregoing, upon the commencement of a Security Period of the kind described in clause (b) of the definition thereof, each of the Parent and the Borrower shall again comply with the requirements of this Section 5.01(h) and each of the security interests that may have been terminated pursuant to the immediately preceding sentence shall be reinstated, except to the extent that the property subject to such security interest has been sold, leased, transferred or otherwise disposed of in one or more transactions permitted under Sections 5.02(e) or (h). Notwithstanding the foregoing, it is acknowledged and agreed that any security interest in any property that is reinstated pursuant to this paragraph shall (x) rank second in priority to any Lien created on any such property during an Investment Grade Period in compliance with Section 5.02(a), unless otherwise agreed by the holder of any such Lien and (y) be subject to any contractual restrictions permitted under Section 5.02(j). To effect the foregoing and at the sole cost and expense of the Borrower, the Borrower and the Collateral Agent shall, within (x) 90 days after the commencement of a Security Period of the kind described in clause (b) of the definition thereof, in the case of any mortgage of real property and (y) 60 days after the commencement of a Security Period of the kind described in clause (b) of the definition thereof, in the case of any other property (or, in either case, such longer period as may be agreed to by the Administrative Agent), execute documents substantially similar to the Collateral Documents in effect on the date hereof (with such changes as may be agreed between the Borrower and the Administrative Agent) and such other documents and take such other actions as the Administrative Agent or the Collateral Agent may reasonably request to evidence such reinstatement.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (a) Except as otherwise provided in Schedule 6.20, upon (x) the formation or acquisition of any new direct or indirect Restricted Subsidiary by any Loan Party or the Company or any of its Subsidiaries, and upon the acquisition designation in accordance with Section 6.15 of any property by existing direct or indirect Unrestricted Subsidiary as a Restricted Subsidiary, (y) any Subsidiary commencing to constitute a Material Foreign Subsidiary or (z) any Restricted Subsidiary guaranteeing any Specified Junior Financing Obligations, the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which propertyParent Guarantor shall, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, each case at the CompanyParent Guarantor’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) as soon as reasonably practicable and in connection with such formation any case on or acquisition of a Subsidiary, within 30 prior to thirty (30) days after such formation formation, acquisition, designation or acquisition Guarantee (or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, ):
(A) cause each such Restricted Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Administrative Agent a guaranty Guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral 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 pursuant to this Section 6.12 to furnish to the Administrative Agent a description of any Material Real Property owned by such Restricted Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(C) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to this Section 6.12 to duly execute and deliver to the Administrative Agent Security Agreement Supplements, Intellectual Property Security Agreements and other Collateral Documents, as specified 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 joinder form and substance substantially consistent with the Mortgages required pursuant to Section 4.01 and Section 6.20 or supplement otherwise in form and substance reasonably satisfactory to the Administrative Agent, in each case granting a Lien in substantially all personal property of such Restricted Subsidiary and all Material Real Property, securing the Obligations of such Restricted Subsidiary under its Guaranty;
(D) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to 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 required by the applicable Security Documents and (BAgreements, cause the legal representative(s) (if not already so delivered) deliver certificates representing of such Restricted Subsidiary to register the Voting Stock transfer of the Equity Interests in the relevant share registers of such Restricted Subsidiary, in each such Subsidiary (if any) held by the Company or any of its Subsidiaries 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 any indebtedness owing the intercompany debt held by such Subsidiary to the Company or any of its Subsidiaries Restricted Subsidiary, if any, indorsed in blank to the Collateral Agent, together with, if requested Administrative Agent or accompanied by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,other appropriate instruments of transfer;
(iiE) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, take and cause such Restricted Subsidiary to take whatever reasonable action (other than an Excluded Subsidiary) and including the Company and each recording of its Subsidiaries Mortgages with respect to take, whatever actionMaterial Real Property, the filing of UCC Uniform Commercial Code financing statementsstatements (or comparable documents or instruments under other applicable Law), and delivery of certificates evidencing stock and membership interests) 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 Liens on the properties purported to be subject to the Security DocumentsMortgages and the other Collateral Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,;
(ivii) within 30 as soon as reasonably practicable and in any case on or prior to thirty (30) days after the reasonable request of therefor by the Collateral Administrative Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and Administrative Agent a signed copy of one or more customary legal opinions, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties (or, where customary in the applicable jurisdiction, the Administrative Agent) reasonably acceptable to the Collateral Administrative Agent as to such matters set forth in Section 6.12(a) as the Collateral Administrative Agent may reasonably request,, and
(viii) as promptly as practicable after the request therefor by the Administrative Agent but in any event on or prior to the date of delivery of the applicable Mortgage, deliver to the Administrative Agent with respect to any real propertyMaterial Real Property owned or leased by such Restricted Subsidiary that is the subject of such request, take such actions as (x) to the Collateral Agent may request extent available, Mortgage Policies, in connection scope, form and substance substantially consistent with the pledge of such real property Mortgage Policies required pursuant to Section 4.01 or Section 6.20, as applicable or otherwise in form and substance reasonably satisfactory to the Collateral Administrative Agent and such other items, as required to be delivered in accordance with Section 4.01 or Section 6.20, as applicable and (y) to the extent available, environmental assessment reports.
(b) Upon the acquisition of (x) any material personal property by any Loan Party or (y) Material Real Property by any Loan Party, if such personal property shall not already be subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Noteholders Secured Parties, the relevant Borrower or Loan Party, as the case may be, shall give notice thereof to the Administrative Agent and shall, if requested by the Collateral AgentAdministrative Agent or the Required Lenders, andcause such assets to be subjected to a Lien 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 the case may be, the applicable actions referred to in Section 6.12(a) and Section 6.12(c).
(vic) at any time and from time Concurrently with the delivery of each Compliance Certificate pursuant to timeSection 6.02(b), promptly 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 United States Copyright Office or the United States 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 further instruments of its other assets constituting Collateral hereunder in the manner, and documents and within the time periods required by, this Section 6.12.
(f) Notwithstanding the foregoing, (i) the Administrative Agent shall not take all such other action a security interest in or require any title insurance or similar items with respect to those assets as to which the Collateral Administrative Agent shall determine, in its reasonable judgment may deem necessary discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or desirable other similar Tax, title insurance or similar items) is excessive in obtaining relation to the full benefits ofbenefit 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, or in perfecting and preserving accordance with Schedule 6.20, as applicable (to the liens ofextent appropriate in the applicable jurisdiction)(and, for the avoidance of doubt, the Security DocumentsLoan Parties shall not be required to enter into any control or similar agreement with respect to deposit, securities, commodities or similar accounts to the extent any such control or agreement would not have been required pursuant to the terms 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 Person to do so, or would conflict with the fiduciary 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. Upon (w) the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, (x) the formation or acquisition of any new direct or indirect Subsidiaries (other than Excluded Subsidiaries) by any Loan Party or upon any Restricted Subsidiary by (that is not a CFC) of a Loan Party being designated as a Material Subsidiary, (y) the Company designation of a Designated Borrower or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority (subject to Permitted Liens and other Liens created or permitted by the Loan Documents) security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Restricted Subsidiary that is not an Excluded Subsidiary or upon any Restricted Subsidiary (that is not a CFC) of a Loan Party being designated as a Material Subsidiary, within 30 15 days after such formation or formation, acquisition or such longer period as the Collateral Agent may agree in its reasonable discretiondesignation, (A) cause each such Restricted Subsidiary, and cause each direct and indirect parent (that is not a CFC) of such Restricted Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and other Loan Parties’ obligations under the Loan Documents; provided that any Restricted Subsidiary of a joinder CFC (excluding from the definition of CFC, for this purpose, MTLG Investments) shall not be required to execute such guaranty or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreementguaranty supplement,
(ii) within 15 days after (A) such request, furnish to the Collateral Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Collateral Agent and (B) such formation, acquisition or designation as a Material Subsidiary or as a Designated Borrower, furnish to the Collateral Agent a description of the real and personal properties of such Restricted Subsidiary or the real and personal properties so acquired, in each case in detail satisfactory to the Collateral Agent,
(iii) within 30 days after (A) such formation request or acquisition of property by any such property or any request therefor by the Collateral Agent (or such longer periodLoan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages (together with each of the items set forth in Sections 5.01(p)(i), (ii), (iii), (iv), (vi) and (vii), mutatis mutandis, in each case in respect of such new owned property subject to this provision), pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any new Restricted Subsidiary (other than an Excluded Subsidiary) or the designation of a Designated Borrower or the designation of any Restricted Subsidiary (that is not a CFC) of a Loan Party as a Material Subsidiary, duly execute and deliver and cause such Restricted Subsidiary and each Loan Party acquiring Equity Interests in such Restricted Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to, the Collateral Agent, securing payment of all of the obligations of such Restricted Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (A) the Equity Interests of any Restricted Subsidiary held by a CFC shall not be required to be pledged (excluding from the definition of “CFC”, for this purpose, MTLG Investments) and (B) if such new property is Equity Interests in a CFC held by a Loan Party, no more than 66⅔% of the Equity Interests in such CFC shall be pledged in favor of the Secured Parties; provided that, so long as the Company shall have used commercially reasonable efforts to satisfy the requirements set forth in this Section 5.01(j)(iii) within such 30-day period, the Administrative Agent may, upon the request of the Company, extend the 30-day period for such additional period as shall be requested by the Company, subject to the Administrative Agent’s sole discretion and approval (not to be unreasonably withheld or delayed),
(iiiiv) within 30 days after such request, formation formation, acquisition or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretiondesignation, take, and cause such each Loan Party and each newly acquired or newly formed Restricted Subsidiary (other than any Restricted Subsidiary or an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statementsstatements or applicable filing notices, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request of the Collateral Agentsuch request, formation, acquisition or such longer period as the Collateral Agent may agree in its reasonable discretiondesignation, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to such other matters as the Collateral Agent may reasonably request,
(vvi) with respect to any real propertyas promptly as practicable after such request, take such actions as formation or acquisition, deliver, upon the reasonable request of the Collateral Agent may request in connection with the pledge of such real property Agent, to the Collateral Agent for with respect to each parcel of real property owned or held by each Loan Party and each newly acquired or newly formed Restricted Subsidiary (other than any Restricted Subsidiary or an Excluded Subsidiary) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the benefit Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Restricted Subsidiary (other than any Restricted Subsidiary that is an Excluded Subsidiary) or newly designated Designated Borrower to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Restricted Subsidiary (other than any Restricted Subsidiary that is an Excluded Subsidiary) or newly designated Designated Borrower to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements. The Collateral Agent may in its discretion modify the Security Documentsforegoing time periods and requirements to the extent it deems it reasonable and prudent to do so.
Appears in 1 contract
Samples: First Lien Credit Agreement (Metrologic Instruments Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the --------------------------------------------------- request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) any Subsidiary becoming a Material Subsidiary or (z) the formation or acquisition of any new direct or indirect Subsidiary by any Loan Party, then the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which propertyBorrowers shall, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, each case at the Company’s Borrowers' expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary that is a Material Subsidiary or upon any Subsidiary becoming a Material Subsidiary, within 30 10 days after such creation, formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 10 days after such request, creation, formation or acquisition of any such property or any request therefor by acquisition, furnish to the Collateral Agent (or such longer period, as a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Collateral Agent may agree in its reasonable discretionAgent,
(iii) within 15 days after such request, creation, formation or acquisition, duly execute and deliver, and cause each such Subsidiary that is a Domestic Subsidiary or a Material Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Agent one or more pledges, security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all accounts receivable of such properties or propertySubsidiary,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries that is a Domestic Subsidiary or a Material Subsidiary or such parent to take, whatever actionaction (including, without limitation, the filing of UCC Uniform Commercial Code financing statements, statements and the giving of notices) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentspledges, security agreement supplements and security agreements delivered pursuant to this Section 5.01(k), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request of the Collateral Agentsuch request, creation, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such filings, notices and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, pledges, security agreement supplements and security agreements.
Appears in 1 contract
Samples: Credit Agreement (C Quential Inc)
Covenant to Guarantee Obligations and Give Security. Upon (i) (A) In connection with the delivery of the Deliverables pursuant to Section 5.01(j)(ii) or (B) within 10 days after the formation or acquisition of any new Subsidiary by the Company direct or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded indirect Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization)Loan Party that directly or indirectly owns or leases a Borrowing Base Asset, which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary and each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiaryif it has not already done so), to (1) to duly execute and deliver to the Collateral Administrative Agent (w) a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty or guaranty supplement, supplement in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the other Loan Parties’ Obligations and under the Loan Documents, (x) a joinder or security agreement supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment of all (y) a Cash Management Agreement supplement in the Obligations form attached to the Cash Management Agreement and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as otherwise in form and substance reasonably satisfactory to the Collateral Agent may agree in its reasonable discretion, takeAdministrative Agent, and cause such Subsidiary (other than an Excluded Subsidiaryz) a Control Agreement amendment in form and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject substance reasonably satisfactory to the Security Documents, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request of the Collateral Administrative Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, and (2) to deliver to the Collateral Agent, organizational documents, resolutions 100% of the certificated Equity Interests in each such Subsidiary and a signed copy each direct and indirect parent of one or more customary opinions, addressed to such Subsidiary (other than the Collateral Agent Parent and the other NoteholdersBorrower) and stock powers and membership interest powers with respect thereto executed in blank, of counsel for the Collateral Agent all in form and substance reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,Administrative Agent.
(vii) With the Borrower’s written request to the Administrative Agent that any Proposed Borrowing Base Asset be added as a Borrowing Base Asset, deliver (or cause to be delivered) to the Administrative Agent, at the Borrower’s expense, a Proposal Package with respect to such Proposed Borrowing Base Asset. Within ten (10) Business Days after receipt of a complete Proposal Package, the Administrative Agent shall give notice to the Borrower of whether the Required Lenders have approved such Proposed Borrowing Base Asset as a Borrowing Base Asset subject to the delivery of all Deliverables pursuant to this Section 5.01(j)(ii) (any real propertysuch notice comprising an approval, take a “Conditional Approval Notice”). The Required Lenders shall not unreasonably withhold such actions approval so long as such Proposed Borrowing Base Asset satisfies all of the Borrowing Base Conditions. Except as expressly set forth below, no Proposed Borrowing Base Asset shall be added as a Borrowing Base Asset unless a Conditional Approval Notice with respect thereto shall have been issued. Within 10 days after receipt by the Borrower of a Conditional Approval Notice (which period may be extended in the discretion of the Administrative Agent, at the Borrower’s request, for an additional 30 days without the approval of the Required Lenders), the Borrower shall, at its expense, deliver (or cause to be delivered) to the Administrative Agent the Deliverables pertaining to the applicable Proposed Borrowing Base Asset. No Proposed Borrowing Base Asset for which a Conditional Approval Notice has been given shall be considered to have been added as a Borrowing Base Asset hereunder unless and until all Deliverables shall have been delivered to the Administrative Agent, and the Administrative Agent shall have confirmed in writing its satisfaction with the same in accordance with the standard applicable to each Deliverable. Notwithstanding the foregoing, the failure of any Proposed Borrowing Base Asset to comply with one or more of the Borrowing Base Conditions or the other requirements of this Section 5.01(j)(ii) shall not preclude the addition of such Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Collateral Agent may request in connection with Required Lenders shall have expressly consented to the pledge addition of such real property Proposed Borrowing Base Asset as a Borrowing Base Asset notwithstanding the failure to the Collateral Agent for the benefit of the Noteholders and the Collateral Agentsatisfy such conditions or requirements, andas applicable.
(viiii) at 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 any Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, Mortgages, Assignments of Leases, pledges, assignments, security agreement supplements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (i) Upon the occurrence and during the continuance of any Default of the type described in Section 6.01(a) or in Section 6.0l(c) relating to Section 5.04, within 10 days after the request of the Collateral Agent, furnish to the Collateral Agent account control agreements duly executed by each bank or other financial institution at which the Borrower or any of its Subsidiaries maintains an account.
(ii) Within 10 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents.
(iii) Within 10 days after the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its SubsidiariesLoan Party, and upon the acquisition of any property by the Company or any of its Subsidiaries cause each such Subsidiary (other than a Subsidiary that is prohibited by the acquisition by terms of any Excluded Subsidiary loan agreement or indenture or other material agreement to which it is a party from providing guarantees of a leasehold interest in real estate located in the jurisdiction Obligations of the Loan Parties under the Loan Documents), and cause each direct and indirect parent of such Excluded Subsidiary’s organizationSubsidiary (if it has not already done so), which propertyto duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the reasonable judgment of the Collateral Administrative Agent, is guaranteeing the other Loan Parties' Obligations under the Loan Documents.
(iv) Upon the request by the Borrower that any additional Real Property and related assets (a "PROPOSED BORROWING BASE PROPERTY") be included as an Eligible Real Estate Asset, and such Proposed Borrowing Base Property shall not already be subject to a perfected lien first priority Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(iA) in connection with such formation or acquisition of a Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionrequest, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver furnish to the Collateral Agent (I) a guaranty or guaranty supplementdescription, in form and substance reasonably detail satisfactory to the Collateral Agent, Guaranteeing of the Obligations Proposed Borrowing Base Property and (II) a joinder or supplement to revised Schedule II hereto reflecting the applicable Security Documents and addition of such Proposed Borrowing Base Property, which schedule shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j).
(B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 15 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodrequest, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and or cause each such the applicable Subsidiary to duly execute and deliver, to the Collateral Agent one or more mortgages, pledges, assignments, security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAgent (including, without limitation, a Mortgage, together with the Assignment of Leases and Rents referred to therein, and a Security Agreement in substantially the form of Exhibit F-1 hereto with respect to such Proposed Borrowing Base Property), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and establishing liens sufficient in the judgment of the Collateral Agent to create Liens on all such properties or property,Proposed Borrowing Base Property.
(iiiC) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including; without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, statements and the giving of notices) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in and perfect for the benefit of the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on such Proposed Borrowing Base Property such that the properties purported to same shall be subject to the Security Documents, enforceable against all third parties in accordance with their terms,.
(ivD) as promptly as practicable after such request (and in any event within 30 60 days after the request of the Collateral Agentsuch request), or such longer period as the Collateral Agent may agree in its reasonable discretiondeliver, deliver to the Collateral Agent, organizational documents, resolutions and Administrative Agent with respect to each parcel of such Proposed Borrowing Base Property (I) a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to the mortgages, pledges, assignments, security agreement supplements and security agreements (as applicable) described in clause (B) above being legal, valid and binding obligations of the applicable Subsidiary party thereto enforceable in accordance with their terms, as to the recordings, filings, notices and other actions described in clause (C) above being sufficient to create valid perfected Liens on such Proposed Borrowing Base Property and as to such other matters as the Collateral Agent may reasonably request,, (II) title insurance policies, surveys and engineering, soils and other reports, environmental assessment reports and such other documents and deliveries as more fully described in Section 3.01 as determined by the Collateral Agent in its reasonable discretion, each in scope, form and substance satisfactory to the Collateral Agent, and (III) an Appraisal of such Proposed Borrowing Base Property.
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) at 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 any Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements.
(vi) In the Security event that the Borrower has not delivered to the Collateral Agent satisfactory evidence that Xxxxxxx Partners - Glendale, LLC has been dissolved in compliance with Section 5.01(e), duly execute and deliver to the Administrative Agent no later than the 95th day following the Closing Date a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shallthen, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) : in connection with such the formation or acquisition of a Subsidiary other than an Securitization Program Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder other Loan Parties' obligations under the Loan Documents, within 10 days after such request, formation or supplement acquisition, furnish to the applicable Security Documents Collateral Agent a description of the real and (B) (if not already so delivered) deliver certificates representing personal properties of the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Loan Parties and their respective Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank detail satisfactory to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 15 days after such request, formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Agent one or more deeds of trust, trust deeds, mortgages, pledges, assignments, security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or property,
(iii) properties, within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause each such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to takedirect or indirect parent, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, statements and the giving of notices) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(iv) , within 30 60 days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its reasonable discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms and as to such other matters as the Collateral Agent may reasonably request,
(v) , as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Collateral Agent in its reasonable discretion, to the Collateral Agent with respect to each parcel of real property owned or held by the entity that is the subject of such request, formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, upon the occurrence and during the continuance of a Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Collateral Account, and with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such actions Subsidiary to take, as the case may be, all such other action as the Collateral Agent may request deem necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property to the Collateral Agent for the benefit of the Noteholders dividend is paid or payable a perfected, first priority lien on and the Collateral Agentsecurity interest in such dividends, and
(vi) and 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements.
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Covenant to Guarantee Obligations and Give Security. Upon Subject to Section 5.13, upon (a) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company or any of its SubsidiariesLoan Party, and upon (b) the acquisition of any property by any Loan Party or (c) any Immaterial Subsidiary becoming a Material Subsidiary (the Company or date on which any of its Subsidiaries the foregoing occurs, as applicable, (other than the acquisition “Event Date”), and such property acquired by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction Loan Party or the properties of such Excluded newly formed or acquired Subsidiary or new Material Subsidiary’s organization), which property, in the reasonable sole judgment of the Collateral Administrative Agent, is shall not already subject to a perfected lien in favor satisfy the requirements of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersGuarantee Requirement, the Company then Borrower shall, or shall cause its Subsidiaries to, at the Company’s expensesole cost and expense of the Loan Parties, notify provide the Collateral following documents and complete the following undertakings, as applicable, within the time periods specified (as each may be extended by the Administrative Agent and the Noteholders thereof and:in its reasonable discretion):
(ia) in connection within ten Business Days after the applicable Event Date, to furnish the Administrative Agent with a description of any such formation or acquisition of a Material Owned Property and other personal property owned by such new Subsidiary, Wholly Owned Domestic Subsidiary or former Immaterial Subsidiary or, in the case of fee owned real property, otherwise acquired by a Loan Party, as applicable, which description shall be in detail reasonably satisfactory to the Administrative Agent;
(b) within 30 days after the applicable Event Date, to cause such formation new Subsidiary, Wholly Owned Domestic Subsidiary or acquisition or former Immaterial Subsidiary, as applicable, if such longer period as Person is required pursuant to the Collateral and Guarantee Requirement to Guarantee the Obligations, to duly execute and deliver to the Administrative Agent may agree in its reasonable discretiona Guarantee (or joinder agreement or supplement to the Guarantee Agreement (a “Guarantee Agreement Supplement”));
(c) within 30 days after the applicable Event Date, to cause any Loan Party acquiring new property (A) cause each such Subsidiary (other than an Excluded Subsidiaryi) to duly execute and deliver to the Administrative Agent such additional pledges, assignments, Collateral Agent a guaranty or guaranty supplementAgreement Supplements, in form IP Security Agreements and substance reasonably satisfactory other security agreements (which, to the extent applicable and if relating to the type of Collateral Agent, Guaranteeing the Obligations and granting of a security interest in which can be effected through the execution of a joinder agreement or supplement to the applicable Security Documents and Collateral Agreement (Ba “Collateral Agreement Supplement”) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers a joinder agreement or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary supplement to the Company or any of its Subsidiaries indorsed Intellectual Property Security Agreement (an “IP Security Agreement Supplement”) shall be effected in blank to the Collateral Agentsuch manner), together with, if requested as specified by the Collateral Agentand Guarantee Agreements, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent, in each case securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens granting Liens on all properties of such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary applicable Subsidiaries (other than an Excluded SubsidiaryAssets) and the Company and each of its Subsidiaries (ii) to taketake or cause to be taken, whatever actionaction (including, without limitation, the filing of UCC Uniform Commercial Code financing statements, valid the giving of notices and subsisting liens the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, perfected Liens on the properties purported to be subject to the pledges, assignments, Collateral Agreement Supplements, IP Security Documents, enforceable against all third parties in accordance with their terms,Agreement Supplements and other security agreements delivered pursuant to this Section 5.12(c);
(ivd) within 30 45 days after the applicable Event Date, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more a favorable opinion in customary opinionsform, addressed to the Collateral Agent Agents, the Issuing Banks, the Lenders and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent as to addressing such matters as the Collateral Administrative Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, ; and
(vie) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party, each Immaterial Subsidiary which became a Material Subsidiary and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments instruments, documents, agreements, certificates (including customary secretary’s certificates), and documents intercreditor agreements, and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary or newly designated Material Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable to satisfy the Collateral and Guarantee Requirement in obtaining the full benefits of, or in perfecting and preserving the liens ofLiens granted pursuant to (as applicable), the Security Documents.such guaranties, Mortgages, pledges, assignments, Collateral Agreement Supplements, IP
Appears in 1 contract
Samples: Credit Agreement (Lmi Aerospace Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries Loan Party (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located it being understood that, in the jurisdiction case of real property, only the requirements of Section 6.11(g)(ii) shall apply and such Excluded Subsidiary’s organizationrequirements shall apply only to Material Real Property), which and such property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company then each Loan Party shall, in each case at the Companysuch Loan Party’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) in connection with such the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as the Collateral Agent may agree in its reasonable discretion), (A) cause each such Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(iib) within 30 10 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Agent may agree in its reasonable discretion) such formation or acquisition, furnish to the Collateral Agent a description of the Material Real Properties and personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or the Material Real Property and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent,
(c) within 30 days after (or such longer period as the Collateral Agent may agree in its reasonable discretion) (i) acquisition of property by any Loan Party, duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Documents Agreement Supplement or Intellectual Property Security Agreement Supplement (each as defined in the Security Agreement), shall be effected in such manner), as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties or property,
and (iiiii) within 30 days after such request, formation or acquisition, or such longer period, as acquisition of any new Subsidiary that is required to become a Guarantor under the Collateral Agent may agree in its reasonable discretionand Guarantee Requirement, take, duly execute and deliver and cause such Subsidiary (other than an Excluded Subsidiary) that is required to become a Guarantor under the Collateral and the Company Guarantee Requirement and each of its Subsidiaries Loan Party acquiring Equity Interests in such Subsidiary to take, whatever action, the filing of UCC financing statements, valid duly execute and subsisting liens on the properties purported to be subject to the Security Documents, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral AgentAgent Mortgages, organizational documentspledges, resolutions assignments, security agreement supplements, intellectual property security agreement supplements and a signed copy of one or more customary opinionsother security agreements (which, addressed to the Collateral Agent extent applicable and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable if relating to the type of Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as granting of a security interest in which can be effected through the Collateral Agent may request execution of a Security Agreement Supplement or Intellectual Property Security Agreement Supplement shall be effected in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documents.such
Appears in 1 contract
Samples: Credit Agreement (Aquilex Corp)
Covenant to Guarantee Obligations and Give Security. (a) Upon (A) the formation or acquisition of any new direct or indirect Restricted Subsidiary by any Loan Party or the Company or any of its Subsidiaries, and upon the acquisition designation in accordance with Section 6.16 of any property by the Company existing direct or indirect Subsidiary as a Restricted Subsidiary or (B) any Restricted Subsidiary guaranteeing any Indebtedness of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization)Loan Party, which propertyDollarama shall, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, each case at the CompanyDollarama’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 thirty (30) days after such formation formation, acquisition, designation or acquisition guarantee or such longer period as the Collateral Agent Agents may agree in its reasonable their discretion, :
(A) cause each such Restricted Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral AgentAgents, Guaranteeing guaranteeing the Obligations and of each Loan Party (in the case of a joinder or supplement guarantee required pursuant to clause (y), to the applicable extent of the amount of such other guaranteed Indebtedness);
(B) cause each direct or indirect parent of such Restricted Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Agents, guaranteeing the obligations of such Restricted Subsidiary, if any, under the Loan Documents;
(C) cause each such Restricted Subsidiary to furnish to the Agents a description of the real properties owned and leased by such Restricted Subsidiary in detail reasonably satisfactory to the Agents;
(D) cause (x) each such Restricted Subsidiary that is required to become a Guarantor pursuant to this Section 6.12 at the request of the Agents to duly execute and deliver to the Administrative Agent Mortgages, Hypothecs, pledge agreements, Security Documents Agreement Supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Agents (consistent with the Mortgages, Hypothecs, Pledge Agreements, Security Agreement and other security agreements in effect on the Closing Date), granting a Lien in substantially all of the personal property of such Restricted Subsidiary and all owned real property with a value in excess of CA$2,000,000 (provided that, if a mortgage tax will be owed, 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) and, if permitted by the lease (it being understood and agreed that Dollarama shall, and shall cause its Restricted Subsidiaries to, use commercially reasonable efforts to have such permission included in such lease or otherwise to obtain such permission), each leased real property that is (A) not a retail store and (B) for which a mortgage tax (if other than nominal mortgage taxes) is not already so deliveredpayable, in each case securing the Obligations of such Restricted Subsidiary under its Guaranty and (y) each direct or indirect parent of each Restricted Subsidiary that is required to become a Guarantor pursuant to this Section 6.12 to duly execute and deliver to the Administrative Agent such Security Agreement Supplements and other security agreements as specified by and in form and substance reasonably satisfactory to the Agents (consistent with the Security Agreements in effect on the Closing Date) granting a Lien on all of the outstanding Equity Interests issued by such Restricted Subsidiary and held by such direct or indirect parent, and all intercompany debt issued by such Restricted Subsidiary and held by such direct or indirect parent, in each case securing the Obligations of such Restricted Subsidiary under its Guaranty;
(E) (x) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to this Section 6.12 to deliver any and all certificates representing the Voting Stock of each Equity Interests owned by such Restricted Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing the intercompany debt held by such Subsidiary to the Company or any of its Subsidiaries indorsed Restricted Subsidiary, endorsed in blank to the Collateral AgentAdministrative Agent and (y) cause each direct or indirect parent of such Restricted Subsidiary that is required to provide a guaranty pursuant to this Section 6.12 to deliver any and all certificates representing the outstanding Equity Interests of such Restricted Subsidiary held by such direct or indirect parent, together withaccompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing the intercompany debt issued by such Restricted Subsidiary and held by such direct or indirect parent, if requested by the Collateral Agent, supplements endorsed in blank to the Guarantee and Collateral Agreement,Administrative Agent;
(iiF) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, take and cause such Restricted Subsidiary (other than an Excluded Subsidiary) and the Company and each direct or indirect parent of its Subsidiaries such Restricted Subsidiary to take, take whatever actionaction (including the recording of Mortgages, the filing of UCC PPSA financing statementsstatements (or equivalent personal property registrations), the giving of notices and the endorsement of notices on title documents 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 subsisting liens Liens on the properties purported to be subject to the Mortgages, Security DocumentsAgreement Supplements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(ivii) within 30 thirty (30) days after the request of the Collateral Agent, therefor by any Agent (or such longer period as the Collateral such Agent may agree in its reasonable discretion), deliver to the Collateral Agent, organizational documents, resolutions and Administrative Agent a signed copy of one or more customary opinionsan opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent Agents as to such matters set forth in this Section 6.12(a) as the Collateral Administrative Agent may reasonably request,, and
(viii) as promptly as practicable after the request therefor by any Agent, deliver to the Administrative Agent with respect to any each parcel of real property, take property with a value in excess of CA$2,000,000 owned by such actions as Restricted Subsidiary that is the Collateral Agent may request in connection with the pledge subject of such request, title reports in scope, form and substance reasonably satisfactory to the Agents and, to the extent in possession of such Restricted Subsidiary on the date of formation or acquisition thereof, surveys and environmental assessment reports.
(b) Upon the acquisition of (x) any personal property by any Loan Party or (y) fee owned real property (or equivalent concept under the law applicable in the Province of Quebec) with a value in excess of CA$2,000,000 by any Loan Party (provided that, if a mortgage tax will be owed, the amount secured by the Lien referred to below shall be limited to the Collateral fair market value of the property at the time the applicable Mortgage is entered into), and such personal property or real property shall not already be subject to a perfected or opposable Lien in favor of the Administrative Agent for the benefit of the Noteholders Secured Parties, or upon the entering into by any Loan Party of any agreement for a leasehold interest in real property other than (A) any property that is a retail store and (B) any property for which a mortgage tax (other than nominal mortgage taxes) will be owed, provided, however that a Lien with respect to any such leasehold interest shall not be required in the event that the applicable landlord’s consent is required in connection therewith and the Collateral AgentLoan Parties are not able to obtain such consent after using reasonable commercial efforts, andDollarama shall give notice thereof to the Administrative Agent and shall, if requested by any Agent or the Required Lenders, cause such assets to be subjected to a Lien 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 any Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in Section 6.12(a)(i)(C), (D), (E) and (F) with respect to personal property and with respect to real property, the execution, delivery and filing or recording of a Mortgage with respect thereto, legal opinions and other documents reasonably required by the Agents (in each case, in form and substance reasonably satisfactory to the Agents).
(vic) at Notwithstanding the foregoing, (x) the Agents shall not require a delivery of a guaranty or guaranty supplement or take a security interest in those assets to the extent that the cost of obtaining such guaranty, guaranty supplement or Lien (including any time mortgage, stamp, intangibles or other tax) are excessive (or could reasonably be expected to conflict with applicable law) in relation to the benefit to the Lenders of the guaranty or security afforded thereby, all as reasonably determined by the Agents in consultation with Holdings and from time Dollarama and (y) Liens required to time, promptly execute be granted pursuant to this Section 6.12 shall be subject to exceptions and deliver any and all further instruments and documents and take all such other action as limitations consistent with those set forth in the Collateral Agent Documents as in its reasonable judgment effect on the Closing Date (to the extent appropriate in the applicable jurisdiction) and (z) the Agents may deem necessary grant extensions of time for the execution of any Guaranty or desirable the creation, pledge or perfection of security interest with respect to particular assets (including extensions beyond any date set forth in obtaining this Agreement or any Collateral Document) if it determines that execution, creation, pledge or perfection cannot be accomplished without undue effort or expense by the full benefits of, time or in perfecting and preserving times at which it would otherwise be required by this Agreement or the liens of, the Security Collateral Documents.
Appears in 1 contract
Samples: Credit Agreement (Dollarama CORP)
Covenant to Guarantee Obligations and Give Security. Upon (x) the --------------------------------------------------- formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization)Loan Party, which propertywhich, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a wholly-owned Domestic Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and other Loan Parties' obligations under the Loan Documents, and, in connection with the formation or acquisition of a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral AgentForeign Subsidiary, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in pledge or, cause its reasonable discretion) duly execute and deliver, and cause each such respective Subsidiary to duly execute and deliverpledge, to the Collateral Administrative Agent one for the benefit of the Secured Parties 65% of the Equity Interests in such Foreign Subsidiary,
(ii) within 10 days after such formation or more supplements acquisition, furnish to the Security Documents as specified by Administrative Agent a description of (A) the material personal properties of such wholly-owned Domestic Subsidiary and (B) such property which was not previously subject to such perfected security interest, in form and substance reasonably each case in detail satisfactory to the Collateral Administrative Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or duly execute and deliver, and cause each such longer periodwholly-owned Domestic Subsidiary and each direct and indirect parent of such wholly-owned Domestic Subsidiary (if it has not already done so) to duly execute and deliver, to the Administrative Agent pledges, assignments, security agreements and security agreement supplements, as specified by and in form and substance satisfactory to the Collateral Agent may agree Administrative Agent, with respect to the Equity Interests in its reasonable discretionand assets of such wholly-owned Domestic Subsidiary,
(iv) within 30 days after such formation or acquisition, take, and cause such wholly-owned Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the Security Documentspledges, assignments, security agreements and security agreement supplements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more a favorable opinion (subject to customary opinionsqualifications, limitations and exceptions), addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, pledges, assignments, security agreements and security agreement supplements being legal, valid and binding obligations of the respective Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Administrative Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, pledges, assignments, security agreements and security agreement supplements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new Subsidiary by the Company direct or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its indirect Subsidiaries (other than the acquisition any CFC or a Subsidiary that is held directly or indirectly by a CFC or any Excluded Joint Venture, except that any Equity Interests or other investment property owned by Holdings in such Excluded Joint Venture shall be pledged as Collateral) by any Excluded Subsidiary of a leasehold interest in real estate located in Loan Party, then the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with Promptly notify the Administrative Agent of such formation newly-formed or acquisition of a Subsidiary, acquired Subsidiary and within 30 days after such formation or acquisition (or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion), (A) cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent (A) a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Loan Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed a joinder agreement, in blank form and instruments evidencing any indebtedness owing by such Subsidiary substance reasonably satisfactory to the Company or any of its Subsidiaries indorsed in blank Administrative Agent, whereby such Person acknowledges and agrees to the Collateral Agent, together with, if requested by terms of the Collateral Agent, supplements to the Guarantee and Collateral Intercreditor Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or 60 days in the case of real property deliveries) (or, in each case, such longer period, period as the Collateral Administrative Agent may agree in its reasonable sole discretion) duly execute and deliveror after such formation or acquisition, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, deliver to the Collateral Administrative Agent one or more supplements Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements (and in the case of owned real property with a fair market value in excess of the Mortgage Threshold (unless subject to a Lien permitted under 7.01(l)), deeds of trust, trust deeds and mortgages together with the Security Documents items listed on Schedule 6.12), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii), to the Collateral Agent or, if any First Lien Obligations are then outstanding, the First Lien Collateral Agent), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such real and personal properties or propertyin accordance with the Collateral Documents,
(iii) within 30 days after such request(or 60 days in the case of real property deliveries) (or, formation or acquisitionin each case, or such longer period, period as the Collateral Administrative Agent may agree in its reasonable sole discretion) after such formation or acquisition, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each direct and indirect parent of its Subsidiaries such Subsidiary (if it has not already done so) to take, take whatever actionaction (in accordance with the Collateral Documents including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, ) may be necessary or advisable 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 Liens on the properties purported to be subject to the deeds of trust, trust deeds, mortgages, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,, and
(iv) within 30 60 days after the request of the Collateral Agent, (or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion) after such formation or acquisition, deliver to the Collateral Administrative Agent, organizational documentsupon the reasonable request of the Administrative Agent in its reasonable discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,.
(vb) with respect to Upon the acquisition of any property (excluding leasehold interests in real property, take such actions including as the Collateral Agent may request in connection with the pledge of such to owned real property only owned real property in excess of the Mortgage Threshold and in the case of intellectual property, only IP Rights in the United States) by any Loan Party, and such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected second priority security interest (subject only to Liens created under the Collateral First Lien Loan Documents) in favor of the Administrative Agent for the benefit of the Noteholders and Secured Parties in accordance with the Collateral Documents, then the Borrower shall, at the Borrower’s expense:
(i) within 30 days (or 60 days in the case of real property deliveries) (or, in each case, such longer period as the Administrative Agent may agree in its sole discretion) after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent, (x) in the case of fee-owned real property in excess of the Mortgage Threshold (unless subject to the Liens under Section 7.01(l), deeds of trust, trust deeds, or mortgages together with the documents set forth on Schedule 6.12 and (y) in the case of other property, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties in accordance with the Collateral Documents,
(ii) within 30 days (or such longer period as the Administrative Agent may agree in its sole discretion) after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements) may be necessary or advisable 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, and
(viiii) at within 60 days after such acquisition (or such longer period as the Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request.
(c) At any time and from time to timeupon reasonable request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Administrative Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the such guaranties, deeds of trust, trust deeds, mortgages, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Significant Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any material property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Significant Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 days after such formation or acquisition, furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail satisfactory to the Collateral Agent,
(iii) within 60 days after (A) such acquisition of any such material property or by any request therefor by the Collateral Agent (or such longer periodLoan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary the applicable Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by reasonably requested by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties or property,
and (iiiB) within 30 days after such request, formation or acquisitionacquisition of any new Significant Subsidiary, or cause such longer period, as Significant Subsidiary to duly execute and deliver to the Collateral Agent may agree mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as reasonably requested by, and in its reasonable discretionform and substance satisfactory to the Collateral Agent, takesecuring payment of all of the obligations of such Subsidiary under the Loan Documents, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company applicable Loan Party and each of its Subsidiaries such Significant Subsidiary to take, whatever action, action may be reasonably necessary or advisable in the filing opinion of UCC financing statements, the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(i), enforceable against all third parties in accordance with their terms,
(iv) within 30 60 days after the request of the Collateral Agent, such formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the reasonable request of the Collateral Agent, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i) and (iii) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, (3) any recordings, filings, notices, endorsements and other actions taken pursuant thereto being sufficient to create valid perfected Liens on such properties, as to matters of corporate formalities as Collateral Agent may request, and (4) such other matters as the Collateral Agent may reasonably request,
(v) with respect to any real propertyas promptly as practicable after such request, take such actions as formation or acquisition, deliver, upon the request of the Collateral Agent may request in connection with the pledge of such real property its reasonable credit judgment, to the Collateral Agent for with respect to each parcel of real property with a value in excess of $500,000 owned or held by the benefit applicable Loan Party and each newly acquired or newly formed Significant Subsidiary title insurance, land surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vi) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party and each newly acquired or newly formed Significant Subsidiary any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Significant Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining to obtain the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements; provided, however, that nothing in this clause (i) shall require the Security Documentscreation or perfection of pledges or security interests in particular assets of the Loan Parties if the Collateral Agent shall have determined that the cost of creation and perfection of such pledges or security interests is excessive in view of the benefit to be obtained by the Lenders.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition real property except as provided by clause (x)) by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and Secured Parties (except as otherwise expressly permitted under the NoteholdersLoan Documents), the Company shall, then in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a SubsidiarySubsidiary that is not (x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 5 Business Days after (A) such request furnish to the Collateral Agent a description of the personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Collateral Agent and (B) such formation or acquisition, furnish to the Collateral Agent a description of the real and personal <PAGE> 51 properties of such Subsidiary or the real and personal properties so acquired, in each case in detail satisfactory to the Collateral Agent,
(iii) within 30 days after (A) such formation request or acquisition of property by any such property or any request therefor by the Collateral Agent (or such longer periodLoan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any new Subsidiary, duly execute and deliver and cause each Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to the Collateral Agent, securing payment of all of the obligations of such Subsidiary under the Loan Documents; provided that (1) the stock of any Subsidiary held directly or indirectly by a CFC shall not be pledged, (2) if such new property is Equity Interests in a CFC, only 65% of such Equity Interests shall be pledged in favor of the Secured Parties, and (3) mortgages on real estate shall only be required under the circumstances of clause (x) above,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Loan Party and each newly acquired or newly formed Subsidiary (other than an Excluded Subsidiaryany Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages (to the extent required), pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, mortgages (to the extent required), pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Agent may reasonably request,
(vvi) if at any time the Collateral Agent shall have required mortgages to be delivered with respect to any real propertyproperty pursuant to clause (iii) above, take then as promptly as practicable after such actions as request, formation or acquisition, deliver, upon the request of the Collateral Agent may request in connection with the pledge of such real property its sole discretion, to the Collateral Agent for with respect to each parcel <PAGE> 52 of real property owned or held by each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the benefit Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Noteholders and foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages (to the Security Documentsextent required), pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition any CFC and any Subsidiary that is held directly or indirectly by a CFC) by any Excluded Subsidiary of a leasehold interest in real estate located in Loan Party, then the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretionSubsidiary, (A) and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Joinder Agreement, pursuant to which such other than an Excluded Loan Party shall guaranty the other Loan Parties’ obligations under the Loan Documents and pledge a security interest in and to all of its assets in support of such guaranty in accordance with the terms and conditions of the Security Agreement,
(ii) within 15 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementdeeds of trust, in form trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and substance reasonably satisfactory to the Collateral Agentleasehold deeds of trust), Guaranteeing the Obligations Security Agreement Supplements, IP Security Agreement Supplements and a joinder or supplement to the applicable Security Documents other security and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agentpledge agreements, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent (including delivery of all Pledged Equity in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties, and with respect to each Mortgaged Property encumbered by a Mortgage pursuant to this Section 6.12(a)(iii), deliver the items set forth in Sections 4.01(a)(iv) and 6.21 hereof,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent (certain of which opinions, in the Administrative Agent’s discretion, may be given by in-house counsel) as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and
(vi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property or series of related real properties with a fair market value (as reasonably determined by the Borrower) of $3,000,000 or more that is owned or held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property (other than any CFC and any Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower’s expense:
(i) within 15 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii) within 30 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties, and with respect to each Mortgaged Property encumbered by a Mortgage pursuant to this Section 6.12(b)(ii), deliver the items set forth in Sections 4.01(a)(iv) and 6.21 hereof
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the 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) within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent (certain of which opinions, in the Administrative Agent’s discretion, may be given by in-house counsel) as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of any real property or series of related real properties with a fair market value (as reasonably determined by the Borrower) of $3,000,000 or more, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(ii) within 15 days after such request, duly execute and deliver, and cause each Domestic Subsidiary (other than any Subsidiary that is held directly or indirectly by a CFC) of the Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Domestic Subsidiary (other than an Excluded Subsidiaryany Subsidiary that is held directly or indirectly by a CFC) and of the Company and each of its Subsidiaries Borrower to take, whatever actionaction (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the 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 Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(iv) within 30 60 days after such request, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent (certain of which opinions, in the discretion of the Administrative Agent, may be given by in-house counsel) as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,, and
(v) as promptly as practicable after such request, deliver to the Administrative Agent with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge each parcel of such real property owned or held by the Borrower and its Subsidiaries, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Collateral Agent for the benefit Administrative Agent.
(d) At any time upon request of the Noteholders and the Collateral Administrative Agent, and
(vi) 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 Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements. Notwithstanding anything in this Section 6.12 to the Security Documentscontrary, no Loan Party shall be required to deliver a mortgage on any real property or series of related real properties with a fair market value (as reasonably determined by the Borrower) of less than $3,000,000.
Appears in 1 contract
Samples: Credit Agreement (Cenveo, Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Obligor or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Obligor, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersLenders, the Company shall, then in each case at the Company’s Obligors’ expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, within 30 thirty (30) days (or such later date as the Agent may agree in writing) after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Obligor’s obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 thirty (30) days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, later date as the Collateral Agent may agree in its reasonable discretionwriting) after (A) such request, furnish to the Agent a description of the real and personal properties of the Obligors and their respective Subsidiaries in detail reasonably satisfactory to the Agent and (B) such formation or acquisition, furnish to the Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Agent,
(iii) within thirty (30) days (or such later date as the Agent may agree in writing) after (A) such request or acquisition of property by any Obligor, duly execute and deliver, and cause each such Subsidiary Obligor to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Obligor under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or property,acquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary and each Obligor acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Agent, securing payment of all of the obligations of such Subsidiary or Obligor, respectively, under the Loan Documents, [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
(iiiiv) within 30 thirty (30) days (or such later date as the Agent may agree in writing) after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company each Obligor and each of its Subsidiaries newly acquired or newly formed Subsidiary to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.11, enforceable against all third parties in accordance with their terms,
(ivv) within 30 days after upon the request of the Collateral Agent, within thirty (30) days (or such longer period later date as the Collateral Agent may agree in its reasonable discretionwriting) of such acquisition, formation or request, deliver to the Collateral Agent, organizational documents, resolutions and Agent a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersLenders, of counsel for the Collateral Agent Obligors reasonably acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above and (2) such other customary matters as the Collateral Agent may reasonably request,;
(vvi) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Agent in its sole discretion, to the Agent with respect to each parcel of real property owned or held by each Obligor and each newly acquired or newly formed Subsidiary, title reports, surveys and, to the extent available, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Obligor or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause each Obligor and each newly acquired or newly formed Subsidiary to execute and deliver, any and all further instruments and documents and take take, and cause each Obligor and each newly acquired or newly formed Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new direct or indirect Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by of the Company or any of its Subsidiaries (other than the acquisition type constituting Collateral by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization)Collateral, which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien second priority (subject only to Liens permitted by Section 5.02(a)) security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a SubsidiarySubsidiary that is not (x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC, within 30 days after such formation or acquisition (or such longer period as to which the Collateral Administrative Agent may agree in its reasonable discretionconsent) after such formation or acquisition, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, Guaranty Supplement in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Loan Documents and an Acknowledgement (B) (if not already so delivered) deliver certificates representing as defined in the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Intercreditor Agreement),
(ii) within in connection with the acquisition of such property of the type constituting Collateral under the Collateral Documents, on or prior to 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as to which the Collateral Administrative Agent may agree in its reasonable discretionconsent) following such acquisition of property by any Loan Party, (A) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by the Collateral Documents, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any new Subsidiary, duly execute and deliver and cause each Subsidiary to duly execute and deliver to the Collateral Agent pledges, assignments, security agreement supplements and other security agreements as specified by the Collateral Documents, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all of the obligations of such Subsidiary under the Loan Documents; provided that (1) the stock of any Subsidiary held by a CFC shall not be pledged and (2) if such new property is Equity Interests in a CFC, only 66% of such Equity Interests shall be pledged in favor of the Secured Parties,
(iii) within in connection with the acquisition of such property of the type constituting Collateral under the Collateral Documents, on or prior to 30 days (or such longer period as to which the Administrative Agent may consent) following such acquisition of property by any Loan Party, after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Loan Party and each newly acquired or newly formed Subsidiary (other than an Excluded Subsidiaryany Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(iv) within 30 90 days after the request of the Collateral Agent, (or such longer period as to which the Collateral Administrative Agent may agree consent) following the date of the acquisition of any fee interest in its reasonable discretionany real property located in the United States with a book value in excess of $250,000 (as reasonably estimated by the Borrower) acquired after the Effective Date by any Loan Party (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC), execute and deliver deeds or trust, trust deeds, mortgages substantially in the form of reasonably satisfactory to the Collateral AgentAdministrative Agent (a “Mortgage”), organizational documentsduly executed by the appropriate Loan Party, resolutions together with (x) evidence that counterparts of the Mortgages have been either (i) duly recorded or (ii) duly executed, acknowledged and a signed copy of one delivered in form suitable for filing or more customary opinionsrecording, addressed to in all filing or recording offices that the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Administrative Agent may reasonably request,
deem necessary in order to create a valid first and subsisting Lien (vsubject to Permitted Encumbrances) with respect to any real property, take such actions as on the Collateral Agent may request property described therein in connection with the pledge favor of such real property to the Collateral Agent for the benefit of the Noteholders Secured Parties and that all filing and recording taxes and fees have been paid, (y) title insurance policies in form and substance, with endorsements and in amount, reasonably acceptable to the Collateral Agent, andAdministrative Agent and (z) any existing survey,
(viv) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) any and all further instruments and documents (including customary legal opinion as to the foregoing, if reasonably requested by the Administrative Agent) and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements. Notwithstanding anything to the Security Documentscontrary in this Section 5.01(j) or any other Collateral Document, the Collateral Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the benefit to the Second Lien Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent.
Appears in 1 contract
Samples: Second Lien Term Loan Agreement (Berliner Communications Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than z) the acquisition by any Excluded Subsidiary Loan Party of a leasehold interest in any property, intercompany debt (which is owed to such Loan Party) or assets (real estate located in the jurisdiction of such Excluded Subsidiary’s organizationor personal), which and such property, assets or intercompany debt, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shallthen cause such Loan Party to, in each case at the Company’s its own expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary (other than any such Subsidiary which is either (A) a "Controlled Foreign Corporation" (as defined from time to time under Section 957 of the Internal Revenue Code) or a Subsidiary of a "Controlled Foreign Corporation" that is not treated as a corporation under the Internal Revenue Code or (B) an Immaterial Subsidiary (provided that if any such Subsidiary shall at any time cease to be an Immaterial Subsidiary, this paragraph (j) shall apply to such Subsidiary), within 30 days 10 Business Days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) unless prohibited by applicable law, cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 days 10 Business Days after such request, formation or acquisition acquisition, furnish to the Administrative Agent a description of any the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(iii) within 15 Business Days after such property request, formation or any request therefor acquisition, unless prohibited by the Collateral Agent (or such longer periodapplicable law, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Administrative Agent one mortgages on material real properties (as determined by the Administrative Agent; provided that nothing in this clause (iii) shall require Holdings or more supplements any of its Subsidiaries to provide a mortgage over any land acquired within 12 months of the Closing Date, located in Australia (other than the Australian Capital Territory)), pledges, assignments, Security Documents Agreement Supplements, IP Security Agreement Supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or property,properties, provided that the Administrative Agent may extend the 15 Business Day time period specified in this clause (iii) by up to an additional 15 Business Days if requested by the Company.
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the 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 Liens on the properties purported to be subject to the mortgages, pledges, assignments, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms, provided that the Administrative Agent may extend the 30 day time period specified in this clause (iv) by up to an additional 30 days if requested by the Company,
(ivv) within 30 days after such request, formation or acquisition, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa legal opinion satisfactory to the Administrative Agent, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, mortgages, deeds of trust, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Administrative Agent may reasonably request,
(vvi) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such request, formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that, to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Administrative Agent, and
(vivii) at upon the occurrence and during the continuance of an Event of Default, promptly cause to be deposited any and all cash dividends paid or payable to it, to the fullest extent permitted by applicable law, or to any of its Subsidiaries from any of its Subsidiaries from time to time into the Collateral Account, and with respect to all other dividends paid or payable to it or to any of its Subsidiaries from time to time, promptly execute and deliver or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and documents and take or cause any such Subsidiary which is a U.S. Subsidiary to take, as the case may be, all such other action as the Collateral Administrative Agent may determine necessary in its reasonable judgment may deem necessary order to obtain and maintain from and after the time such dividend is paid or desirable payable a perfected, first priority lien on and security interest in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documentssuch dividends.
Appears in 1 contract
Samples: Credit Agreement (Alpharma Inc)
Covenant to Guarantee Obligations and Give Security. (i) Upon the occurrence and during the continuance of any Default of the type described in Section 6.01(a) or in Section 6.01(c) relating to Section 5.04, within 10 days after the request of the Collateral Agent, furnish to the Collateral Agent account control agreements duly executed by each bank or other financial institution at which the Borrower or any of its Subsidiaries maintains an account.
(ii) Within 10 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents.
(iii) Within 10 days after the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its SubsidiariesLoan Party, and upon the acquisition of any property by the Company or any of its Subsidiaries cause each such Subsidiary (other than a Subsidiary that is prohibited by the acquisition by terms of any Excluded Subsidiary loan agreement or indenture or other material agreement to which it is a party from providing guarantees of a leasehold interest in real estate located in the jurisdiction Obligations of the Loan Parties under the Loan Documents), and cause each direct and indirect parent of such Excluded Subsidiary’s organizationSubsidiary (if it has not already done so), which propertyto duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the reasonable judgment of the Collateral Administrative Agent, is guaranteeing the other Loan Parties' Obligations under the Loan Documents.
(iv) Upon the request by the Borrower that any additional Real Property and related assets (a "PROPOSED BORROWING BASE PROPERTY") be included as an Eligible Real Estate Asset, and such Proposed Borrowing Base Property shall not already be subject to a perfected lien first priority Lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(iA) in connection with such formation or acquisition of a Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionrequest, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver furnish to the Collateral Agent (I) a guaranty or guaranty supplementdescription, in form and substance reasonably detail satisfactory to the Collateral Agent, Guaranteeing of the Obligations Proposed Borrowing Base Property and (II) a joinder or supplement to revised Schedule II hereto reflecting the applicable Security Documents and addition of such Proposed Borrowing Base Property, which schedule shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j).
(B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 15 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodrequest, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and or cause each such the applicable Subsidiary to duly execute and deliver, to the Collateral Agent one or more mortgages, pledges, assignments, security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAgent (including, without limitation, a Mortgage, together with the Assignment of Leases and Rents referred to therein, and a Security Agreement with respect to such Proposed Borrowing Base Property), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and establishing liens sufficient in the judgment of the Collateral Agent to create Liens on all such properties or property,Proposed Borrowing Base Property.
(iiiC) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, statements and the giving of notices) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in and perfect for the benefit of the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on such Proposed Borrowing Base Property such that the properties purported to same shall be subject to the Security Documents, enforceable against all third parties in accordance with their terms,.
(ivD) as promptly as practicable after such request (and in any event within 30 60 days after the request of the Collateral Agentsuch request), or such longer period as the Collateral Agent may agree in its reasonable discretiondeliver, deliver to the Collateral Agent, organizational documents, resolutions and Administrative Agent with respect to each parcel of such Proposed Borrowing Base Property (I) a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to the mortgages, pledges, assignments, security agreement supplements and security agreements (as applicable) described in clause (B) above being legal, valid and binding obligations of the applicable Subsidiary party thereto enforceable in accordance with their terms, as to the recordings, filings, notices and other actions described in clause (C) above being sufficient to create valid perfected Liens on such Proposed Borrowing Base Property and as to such other matters as the Collateral Agent may reasonably request,, (II) title insurance policies, surveys and engineering, soils and other reports, environmental assessment reports and such other documents and deliveries as more fully described in Section 3.01 as determined by the Collateral Agent in its reasonable discretion, each in scope, form and substance satisfactory to the Collateral Agent, and (III) an Appraisal of such Proposed Borrowing Base Property.
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) at 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 any Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements.
(vi) In the Security event that the Borrower has not delivered to the Collateral Agent satisfactory evidence that Maguire Partners - Glendale, LLC has been dissolved by txx 00xx day following the Closing Date, duly execute and deliver to the Administrative Agent no later than the 65th day following the Closing Date a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition any Foreign Subsidiary) by any Excluded Loan Party, or upon any Domestic Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded ceasing to be an Immaterial Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as may be agreed to by the Collateral Paying Agent may agree in its reasonable sole discretion) after such formation or acquisition, (A) cause each such Subsidiary (other than any Subsidiary which is an Excluded Immaterial Subsidiary) to duly execute and deliver to the Collateral Paying Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Paying Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 20 days (or such longer period as may be agreed to by the Paying Agent in its sole discretion) after such formation or acquisition, furnish to the Paying Agent a description of the personal properties of such Subsidiary (other than any Subsidiary which is an Immaterial Subsidiary), in detail reasonably satisfactory to the Collateral Paying Agent,
(iii) within 30 days (or such longer period as may be agreed to by the Paying Agent in its sole discretion) after such formation or acquisition, Guaranteeing cause (A) such Subsidiary (other than any Subsidiary which is an Immaterial Subsidiary) to duly execute and deliver to the Paying Agent such security agreement supplements and other security agreements, pledge agreements, and vessel mortgages as specified by and in form and substance satisfactory to the Paying Agent (including delivery of all Pledged Equity of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary under the Loan Documents and a joinder or supplement to the applicable Security Documents constituting Liens on all such personal properties, and (B) each direct parent of such Subsidiary (if including each direct parent of any Immaterial Subsidiary)(if it has not already so delivereddone so) to execute and deliver certificates representing to the Voting Stock Paying Agent such security agreement supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Paying Agent (including delivery of all Pledged Equity in such Subsidiary (including any Immaterial Subsidiary) and undated stock powers executed in blank), securing payment of all the Obligations of such parent under the Loan Documents and constituting Liens on all such Pledged Equity,
(iv) within 45 days (or such longer period as may be agreed to by the Paying Agent in its sole discretion) after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if anyit has not already done so) held to take whatever action (including the recording of vessel mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Paying Agent to vest in the Paying Agent (or in any representative of the Paying Agent designated by it) valid, subsisting and perfected first priority (subject to Liens permitted by Section 7.01) Liens on the properties purported to be subject to the security agreement supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(v) within 60 days (or such longer period as may be agreed to by the Company Paying Agent in its sole discretion) after such formation or acquisition, deliver to the Paying Agent, upon the request of the Paying Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Agents and the other Secured Parties, of counsel for the Loan Parties acceptable to the Paying Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Paying Agent may reasonably request.
(b) Upon the formation or acquisition of any new direct, first-tier Foreign Subsidiary (other than an Immaterial Subsidiary) by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(i) within 60 days (or such longer period as may be agreed to by the Paying Agent in its sole discretion) after such formation or acquisition, cause each direct and indirect parent of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary (if it has not already done so) to duly execute and deliver to the Company or any of its Subsidiaries indorsed Paying Agent such security agreement supplements and other security and pledge agreements, as specified by and in blank form and substance satisfactory to the Collateral Paying Agent (including delivery of any Pledged Equity in and of such Subsidiary), securing payment of all the Obligations of such parent under the Loan Documents; provided, however, that no more than 66% of the Equity Interests of any such direct, first-tier Foreign Subsidiary shall at any time be required to be pledged; provided, further, that no Loan Party shall be required to perfect such interests under the laws of any jurisdiction other than the United States or a political subdivision thereof;
(ii) within 60 days (or such longer period as may be agreed to by the Paying Agent in its sole discretion) after such formation or acquisition, deliver to the Paying Agent, together withupon the request of the Paying Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Agents and the other Secured Parties, of counsel for the Loan Parties acceptable to the Paying Agent as to the matters contained in clause (i) above, and as to such other matters as the Paying Agent may reasonably request (but not with respect to the Laws of any jurisdiction other than the United States or a political subdivision thereof).
(c) Upon the acquisition of any property by any Loan Party (other than Excluded Property), if requested such property, in the judgment of the Paying Agent, shall not already be subject to a perfected first priority security interest (subject to Liens permitted by Section 7.01) in favor of the Paying Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower’s expense:
(i) within 20 days (or such longer period as may be agreed to by the Collateral Paying Agent in its sole discretion) after request by the Paying Agent, supplements furnish to the Guarantee Paying Agent a description of the property so acquired in detail reasonably satisfactory to the Paying Agent,
(ii) within 30 days (or such longer period as may be agreed to by the Paying Agent in its sole discretion) after such acquisition, cause the applicable Loan Party to duly execute and Collateral Agreementdeliver to the Paying Agent such security agreement supplements and other security agreements, pledge agreements, and vessel mortgages as specified by and in form and substance satisfactory to the Paying Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 45 days (or such longer period as may be agreed to by the Paying Agent in its sole discretion) after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of vessel mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Paying Agent to vest in the Paying Agent (or in any representative of the Paying Agent designated by it) valid and perfected first priority (subject to Liens permitted by Section 7.01) Liens on such property, and
(iv) within 60 days (or such longer period as may be agreed to by the Paying Agent in its sole discretion) after such acquisition, deliver to the Paying Agent, upon the request of the Paying Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Agents and the other Secured Parties, of counsel for the Loan Parties acceptable to the Paying Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Paying Agent may reasonably request.
(d) Upon the request of the Paying Agent following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 20 days after such request, furnish to the Paying Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Paying Agent,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodrequest, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of the Borrower (if it has not already done so) to duly execute and deliver, to the Collateral Paying Agent one or more such deeds of trust, trust deeds, deeds to secure debt, vessel mortgages, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements to the Security Documents and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentPaying Agent (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary under the Loan Documents and establishing liens constituting Liens on all such properties or propertyproperties,
(iii) within 30 45 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Subsidiary (other than an Excluded Subsidiaryany CFC or a Subsidiary that is held directly or indirectly by a CFC) and of the Company and each of its Subsidiaries Borrower to take, whatever actionaction (including the recording of mortgages and vessel mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Paying Agent to vest in the Paying Agent (or in any representative of the Paying Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsdeeds of trust, trust deeds, deeds to secure debt, vessel mortgages, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(iv) within 30 60 days after such request, deliver to the Paying Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Paying Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent Agents and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Paying Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Collateral Paying Agent may reasonably request,, and
(v) as promptly as practicable after such request, deliver, upon the request of the Paying Agent in its sole discretion, to the Paying Agent with respect to each parcel of real property owned or held by the Borrower and its Subsidiaries, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Paying Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit Paying Agent.
(e) At any time upon request of the Noteholders and the Collateral Paying Agent, and
(vi) 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 Paying Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, security agreement supplements and other security and pledge agreements.
(f) Notwithstanding anything to the Security Documentscontrary contained herein, the Loan Parties and their Subsidiaries shall not be required to grant or perfect a Lien in any asset to the extent the burden or cost of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably determined by the Paying Agent.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new Restricted Subsidiary by the Company (which is not an Excluded Subsidiary) or at any of its Subsidiaries, and upon the acquisition of any property by the Company time that a Subsidiary ceases to be an Excluded Subsidiary or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary Loan Party of a leasehold interest in real estate located in any property not otherwise subject to the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment Lien of the Collateral AgentDocuments (provided that notwithstanding the foregoing, is not already subject to a perfected lien in favor any Subsidiary of the Collateral Agent for Borrower that Guarantees the benefit Second Lien Facility, any Junior Financing or any Permitted Refinancing Indebtedness of any of the Collateral Agent and foregoing shall be required to be a Guarantor hereunder for so long as it Guarantees such Indebtedness), then the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days (or such longer notice period agreed to by the Administrative Agent, in its sole discretion, in writing) after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (Ai) cause each such Restricted Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Administrative Agent a guaranty Guaranty Supplement, guaranteeing the other Loan Parties’ obligations under the Loan Documents, a Security Agreement Supplement, an Intellectual Property Security Agreement and other security and pledge agreements required under the Loan Documents securing the Loan Obligations of such Restricted Subsidiary, and (ii) cause each parent of such Restricted Subsidiary which is a Loan Party to take all action necessary to cause the Equity Interests in such Restricted Subsidiary to be pledged to the Administrative Agent pursuant to such Loan Party’s Security Agreement,
(ii) within 60 days (or guaranty supplementsuch longer notice period agreed to by the Administrative Agent, in its sole discretion, in writing) after the formation or acquisition of such Restricted Subsidiary or after acquisition by any Loan Party of any Material Real Property, cause the Loan Party which owns such Material Real Property to duly execute and deliver to the Administrative Agent a deed of trust or mortgage thereon, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment of all the Loan Obligations and establishing liens on all of such properties or propertyLoan Party (each, a “Mortgage”),
(iii) within 30 days with respect to Xxxxx created pursuant to clause (i) of this Section 6.12 and 60 days after such request, formation or acquisitionacquisition with respect to Liens created pursuant to clause (ii) of this Section 6.12 (or, or in either case, such longer periodnotice period agreed to by the Administrative Agent, as the Collateral Agent may agree in its reasonable sole discretion, takein writing), and cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (other than an Excluded Subsidiaryif it has not already done so) to take whatever action (including the recording of Mortgages and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC Uniform Commercial Code financing statements, ) as may be necessary to perfect the Liens created pursuant to clauses (i) and (ii) of this Section 6.12 and to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting liens perfected Liens on the properties purported to be subject to the Security Documentssuch property, enforceable against all third parties in accordance with their termsparties, subject to the Liens permitted by Section 7.01,
(iv) within 30 60 days (or such longer notice period agreed to by the Administrative Agent, in its sole discretion, in writing) after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Collateral AgentAdministrative Agent in its sole discretion, or such longer period a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the Collateral matters contained in clauses (i), (ii) and (iii) above,
(v) upon the request of the Administrative Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Administrative Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real propertyeach Material Real Property, take such actions as the Collateral Agent may request title reports, surveys, engineering, soils and other reports, and environmental assessment reports, each in connection with the pledge of such real property scope, form and substance reasonably satisfactory to the Collateral Agent for Administrative Agent, provided, however, that to the benefit extent that any Loan Party shall have otherwise received any of the Noteholders and foregoing items with respect to such Material Real Property, such items shall, promptly after the Collateral receipt thereof, be delivered to the Administrative Agent, and
(vi) upon the request of the Administrative Agent in its reasonable discretion, with respect to each Material Real Property, obtain flood insurance in such total amount as the Administrative Agent may from time to time reasonably require, if at any time the area in which any improvements located on any Material Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the Flood Insurance Laws.
(b) Upon request by the Administrative Agent, if an Event of Default occurs and is continuing, the Borrower and the Subsidiary Guarantors will exercise any rights and remedies then available to them under any and all Secured Intercompany Notes.
(c) On each date on which the Borrower delivers a Compliance Certificate under Section 6.02(b) with respect to the fiscal periods ending June 30 and December 31 (“Note Delivery Dates”), the Borrower will furnish to the Administrative Agent each Secured Intercompany Note received by it from time a Qualified Subsidiary since the Signing Date or the latest Note Delivery Date, as the case may be, together with an executed dated allonge with respect to timeeach such Secured Intercompany Note; provided that if any Event of Default occurs and is continuing, upon notice from the Administrative Agent, the Borrower shall promptly execute and deliver any and all further instruments and documents and take all Secured Intercompany Notes not yet furnished to the Administrative Agent. Upon the maturity of any Secured Intercompany Note, or upon any sale to any Person other than a Loan Party or refinancing which results in any Person other than a Loan Party becoming the payee of any Secured Intercompany Note pursuant to an Intercompany Loan Refinancing or other disposition to any Person other than a Loan Party or refinancing which results in any Person other than a Loan Party becoming the payee of any Secured Intercompany Note permitted by this Agreement, the Administrative Agent will promptly upon written request of the Borrower together with such other action certificates as the Collateral Administrative Agent in its reasonable judgment may deem necessary reasonably request (i) deliver such Secured Intercompany Note to the Borrower or desirable in obtaining to any other Person to which the full benefits of, Borrower directs such delivery and (ii) acknowledge the release of the Administrative Agent’s Lien on such Secured Intercompany Note and any assets or in perfecting and preserving Equity Interests securing such note. Notwithstanding anything to the liens ofcontrary contained herein, the Security DocumentsBorrower shall not be required to furnish any Secured Intercompany Note received by it from a Qualified Subsidiary to the Administrative Agent except in accordance with this Section 6.12(c).
Appears in 1 contract
Samples: First Lien Credit Agreement (American Renal Associates Holdings, Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (a) the formation or acquisition of any new Subsidiary direct or indirect Domestic Subsidiaries by the Company any Loan Party (other than Allergan) or any of its Subsidiaries, and upon (b) the acquisition of any property or assets with a book value or fair market value in excess of $250,000 by the Company or any of its Subsidiaries Loan Party (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organizationAllergan), which and such property, in the reasonable judgment of the Collateral Agentsuch Co-Lead Arranger, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Domestic Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral AgentCo-Lead Arrangers, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 10 days after such formation or acquisition acquisition, furnish to the Administrative Agent a description of any the real and personal properties of the Loan Parties and their respective Domestic Subsidiaries in detail reasonably satisfactory to the Co-Lead Arrangers,
(iii) within 15 days after such property formation or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Domestic Subsidiary and each direct and indirect parent of such Domestic Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Administrative Agent one or more mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentCo-Lead Arrangers, securing payment of all the Obligations of the applicable Loan Party, such Domestic Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyproperties; provided that no Loan Party shall be required to deliver collateral documents for any leasehold interest in any real property if the annual rental payments (calculated using applicable market rates) for such leasehold interest are less than $1,500,000,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Domestic Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Co-Lead Arrangers to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms; provided that no Loan Party shall be required to deliver collateral documents for any leasehold interest in any real property if the annual rental payments (calculated using applicable market rates) for such leasehold interest are less than $1,500,000,
(ivv) within 30 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Agent may agree Co-Lead Arrangers in its reasonable their sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent Co-Lead Arrangers and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent Co-Lead Arrangers as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Agent Co-Lead Arrangers may reasonably request,
(vvi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Co-Lead Arrangers in their sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such request, formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Co-Lead Arrangers, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(vii) upon the occurrence and during the continuance of a Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of the Guarantors from any of their Subsidiaries from time to time into a collateral account maintained with the Administrative Agent, and with respect to all other dividends paid or payable to it or any of the Guarantors from time to time, promptly execute and deliver, or cause such Guarantor to promptly execute and deliver, as the Collateral Agent case may request be, any and all further instruments and take or cause such Subsidiary to take, as the case may be, all such other action as the Co-Lead Arrangers may deem necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property to the Collateral Agent for the benefit of the Noteholders dividend is paid or payable a perfected, first priority lien on and the Collateral Agentsecurity interest in such dividends, and
(viviii) 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 Co-Lead Arrangers may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Samples: Credit Agreement (Amo Holdings LLC)
Covenant to Guarantee Obligations and Give Security. Upon Except in connection with the Disclosed Divestitures listed in part A of Schedule 1.1(a), the Loan Parties will upon (x) the request of the Agent, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by any Loan Party or (z) the Company or acquisition of any material property by any Loan Party, in each case at the Loan Parties' expense:
(a) grant to the Collateral Agent, for the ratable benefit of its Subsidiariesthe Lenders and the lenders under the Term Loan Facility, and upon the acquisition of any property by terms and conditions set forth in the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of Security Agreement A, a leasehold security interest in, each Loan Party's right, title and interest in real estate located in and to the jurisdiction of such Excluded Subsidiary’s organization), which property, in Collateral pursuant to the reasonable judgment terms of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:Security Agreement A.
(ib) in connection with such formation or acquisition of a Subsidiary, within 30 15 days after such request, formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (Ai) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty such guaranties or guaranty supplement, in form and substance reasonably satisfactory supplements so as to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of cause each such Subsidiary (if any) held by to guarantee all Guaranteed Obligations, as defined in the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral AgentGuaranties, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Agent one or more Agent, pledges, assignments, security agreement supplements to and other security agreements, covering the Security Documents Collateral and as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and establishing liens the Term Loan Facility and constituting Liens on all such properties Collateral, or property,
(iii) take whatever action, including to file Uniform Commercial Code financing statements, as may be necessary or advisable in the opinion of the Agent, to vest in the Collateral Agent (or its designee), valid and subsisting Liens in the Collateral as provided in this Section 5.16(b).
(c) within 30 60 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject deliver to the Security DocumentsAgent, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after upon the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersLenders, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to the matters contained in clause (b) above, as to such guaranties, guaranty supplements, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (b)(iii) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such Collateral to the extent a Lien can be created by filing under the Uniform Commercial Code, and as to such other matters as the Collateral Agent may reasonably request,, in each case to the extent that such Collateral has a value in excess of $10,000,000.
(vd) with respect The Loan Parties will, upon the incurrence of inter-company debt not included in Part II of Schedule I to any real propertySecurity Agreement A on the Effective Date, take promptly cause each Subsidiary payee under such actions as the Collateral Agent may request in connection with the pledge of such real property inter-company debt to the Collateral Agent for the benefit of the Noteholders execute and deliver to the Collateral Agent, andpledges, assignments, and security agreement supplements and other security agreements covering such Collateral and as specified by and in form and substance reasonably satisfactory to the Agent, securing payment of all the obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and the Term Loan Facility and constituting Liens on all such Collateral.
(vie) 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 reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, pledges, assignments, security agreement supplements and security agreements in the Security DocumentsCollateral.
Appears in 1 contract
Samples: Revolving Credit Agreement (Whole Foods Market Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the --------------------------------------------------- request of the Agent, (y) the formation or acquisition of any new direct or indirect Subsidiary by of any Loan Party (other than a Foreign Subsidiary that is not a Canadian Subsidiary if the Company effect of such undertaking would have material adverse tax consequences to the Loan Parties taken as a whole) or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such within 10 days after the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) and each direct and indirect Subsidiary of such Subsidiary to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing all of the Loan Parties' Obligations and a joinder or supplement under the Loan Documents; provided that no guaranty may be required (if acceptable to the applicable Security Documents Agent) from a Foreign Subsidiary that is not a Canadian Subsidiary if the execution and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed delivery thereof would result in blank and instruments evidencing any indebtedness owing by such Subsidiary adverse tax consequences to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Loan Parties;
(ii) within 30 10 days after such request, formation or acquisition acquisition, furnish to the Agent a description of any the real and personal properties of the Borrower and its Subsidiaries in detail satisfactory to the Agent;
(iii) within 15 days after such property request, formation or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary to duly execute and deliver, deliver to the Collateral Agent one or more mortgages, pledges, assignments, security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the Loan Parties under the Loan Documents and establishing liens constituting Liens on all such properties properties; provided that no mortgage, pledge, assignment, security agreement supplement or property,other security agreement may be required (if acceptable to the Agent) from a Foreign Subsidiary that is not a Canadian Subsidiary if the execution and delivery thereof would result in adverse tax consequences to the Loan Parties;
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, takeduly execute and deliver, and cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded any Foreign Subsidiary that is not a Canadian Subsidiary) and to take whatever action (including, without limitation, the Company and each recording of its Subsidiaries to take, whatever actionmortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements and other security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,;
(ivv) within 30 60 days after such request, formation or acquisition, deliver to the Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such mortgages, pledges, assignments, security agreement supplements and other security agreements being legal, valid and binding obligations of each such Loan Party enforceable in accordance with their terms and as to such other matters as the Collateral Agent may reasonably request,;
(vvi) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Agent in its sole discretion, to the Agent with respect to each parcel of real property owned or held by the entity that is the subject of such request, formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each of scope, form and substance satisfactory to the Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and;
(vivii) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreements and security agreement supplements; and
(viii) promptly upon organizing, or within five days after organizing any Subsidiary or joint venture specified in clause (A) below, or within 15 days after organizing any Person specified in clause (B), each Loan Party shall pledge to the Security DocumentsAgent on behalf of the Secured Parties (A) in the case of any U.S. Subsidiary or Canadian Subsidiary, 100% of the outstanding Equity Interests of such Person owned by such Loan Party, (B) in the case of any Foreign Subsidiary that is not a Canadian Subsidiary or foreign joint venture, 65% of the total outstanding Equity Interests of such Person owned by such Loan Party and (C) in the case of any domestic joint venture, 100% of the Equity Interests of such Person held by such Loan Party.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries Loan Party (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located it being understood that, in the jurisdiction case of such Excluded Subsidiary’s organizationreal property under the foregoing clauses (x) and (y), only the requirements of Section 6.11(g), which requirements shall apply only to Material Owned Property, Section 6.11(b) and Section 6.11(f) shall apply), and such property, in the reasonable sole judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company then each Loan Party shall, in each case at the Companysuch Loan Party’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) in connection with such the formation or acquisition of a Subsidiary, within 30 thirty (30) days after such formation or acquisition (or such longer period as the Collateral Agent may agree in its reasonable sole discretion), (A) cause each such Subsidiary (other than an Excluded Subsidiary) that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the other Loan Parties’ Obligations and a joinder or supplement to under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Loan Documents;
(iib) within 30 thirty (30) days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Agent may agree in its reasonable sole discretion) such formation or acquisition, furnish to the Collateral Agent a description of the Material Owned Properties and material personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or the Material Owned Property and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent;
(c) within thirty (30) days after (or such longer period as the Collateral Agent may agree in its sole discretion) (i) acquisition of property by any Loan Party, duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one such additional pledges, assignments, Security Agreement Supplements, Securities Pledge Agreement Supplements, Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a joinder agreement or more supplements supplement to the Securities Pledge Agreement (a “Securities Pledge Agreement Supplement”), a joinder agreement or supplement to the Security Documents Agreement (a “Security Agreement Supplement”) or a joinder agreement or supplement to the Intellectual Property Security Agreement (an “Intellectual Property Security Agreement Supplement”) shall be effected in such manner), as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, in each case securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens granting Liens on all such properties or property,
and (iiiii) within 30 days after such request, formation or acquisition, or such longer period, as acquisition of any new Subsidiary that is required to become a Guarantor under the Collateral Agent may agree in its reasonable discretionand Guarantee Requirement, take, duly execute and deliver and cause such Subsidiary (other than an Excluded Subsidiary) that is required to become a Guarantor under the Collateral and the Company Guarantee Requirement and each of its Subsidiaries Loan Party acquiring Equity Interests in such Subsidiary to take, whatever action, the filing of UCC financing statements, valid duly execute and subsisting liens on the properties purported to be subject deliver to the Collateral Agent pledges, assignments, Security DocumentsAgreement Supplements, enforceable against all third parties Intellectual Property Security Agreement Supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in accordance with their terms,
(ivwhich can be effected through the execution of a Security Agreement Supplement or Intellectual Security Agreement Supplement shall be effected in such manner) within 30 days after the request of as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, in each case securing payment of all of the Obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents and granting Liens on all properties of such new Subsidiary;
(d) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take or cause to be taken, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid, perfected (subject to the Collateral and Guarantee Requirement) Liens on the properties purported to be subject to the pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and security agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms;
(e) within thirty (30) days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more a favorable opinion in customary opinionsform, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent as to addressing such matters as the Collateral Agent may reasonably request,;
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vif) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable to satisfy the Collateral and Guarantee Requirement in obtaining the full benefits of, or in perfecting and preserving the liens ofLiens granted pursuant to (as applicable), such guaranties, Mortgages, pledges, assignments, Security Agreement Supplements, Intellectual Property Security Agreement supplements and security agreements; and
(g) after the Security DocumentsClosing Date, promptly within sixty (60) days after (x) the acquisition of any Material Owned Property by any Loan Party or (y) the formation or acquisition of any new direct or indirect Subsidiaries that owns any Material Owned Property, in each case if such Material Owned Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, Borrower shall give notice thereof to the Administrative Agent and promptly thereafter shall cause such real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement, and otherwise satisfy the Collateral and Guarantee Requirement with respect to such real property, 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.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon As security for the formation or acquisition full and timely payment and performance of any new Subsidiary by all Obligations, the Company or any of its Subsidiariesshall, and upon shall, subject to the acquisition of any property by deadlines and requirements set forth in Annex IV attached to Amendment No. 4, cause each other Collateral Loan Party to, on or after the Company Amendment No. 4 Closing Date (or any of its Subsidiaries (such other than times as separately agreed to in writing with the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located Collateral Agent), do or cause to be done all things reasonably necessary in the jurisdiction opinion of such Excluded Subsidiary’s organization), which property, in the reasonable judgment Collateral Agent and its counsel to grant to the Collateral Agent for the benefit of the Collateral Agent, is not already the Administrative Agent and the Secured Creditors a duly perfected first priority security interest in all Collateral subject to a perfected lien no prior Lien or other encumbrance or restriction on transfer (other than restrictions on transfer imposed by applicable securities laws), except as expressly permitted hereunder or any other Loan Document. Without limiting the foregoing, the Company shall deliver, and shall cause each Collateral Loan Party to deliver, or shall have previously delivered and caused each Collateral Loan Party to deliver, to the Collateral Agent, in form and substance reasonably acceptable to the Collateral Agent, (i) the Security Agreements, which shall pledge to the Collateral Agent for the benefit of the Secured Creditors, as applicable, (A) certain personal property of the Company and the Collateral Loan Parties more particularly described therein, (B) 65% of the Voting Securities of each Direct Foreign Subsidiary (or if such Collateral Loan Party shall own less than 65%, then all of the Voting Securities owned by them) and 100% of the other Subsidiary Securities of such Direct Foreign Subsidiary that are owned by the Company or such Collateral Loan Party, and (C) all of the Subsidiary Securities owned by the Company or Collateral Loan Parties in each Domestic Subsidiary, (ii) if such Subsidiary Securities are in the form of certificated securities, such certificated securities, together with undated stock powers or other appropriate transfer documents endorsed in blank pertaining thereto, (iii) Uniform Commercial Code or equivalent financing statements (to the extent relevant or required under applicable law) in form, substance and number as requested by the Collateral Agent, reflecting the Lien in favor of the Collateral Agent for the benefit of the Collateral Agent Secured Creditors on the Subsidiary Securities and the Noteholdersall other Collateral, the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (Biv) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank Mortgages and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if Mortgage Instruments as requested by the Collateral Agent, supplements and shall take such further action and deliver or cause to the Guarantee and Collateral Agreement,
(ii) within 30 days after be delivered such formation or acquisition of any such property or any request therefor further documents as required by the Collateral Agent (Security Instruments or such longer period, otherwise as the Collateral Agent may agree request to effect the transactions contemplated by the Loan Documents; provided, that notwithstanding anything herein to the contrary, (1) in its reasonable discretion) duly execute and deliverthe event any Domestic 107 90295627_3 Subsidiary is a “disregarded entity” for United States federal income tax purposes (a “Domestic Disregarded Subsidiary”), and cause each such Domestic Disregarded Subsidiary to duly execute and deliverowns stock in a Direct Foreign Subsidiary, to then the Collateral Agent one Subsidiary Securities of such Domestic Disregarded Subsidiary shall not be pledged or more supplements to provide any guaranty or serve as collateral in connection herewith; provided, however, that only the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment assets of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Domestic Disregarded Subsidiary (other than an Excluded the stock in the Direct Foreign Subsidiary) shall be pledged or provide any guaranty or serve as collateral in connection herewith, as well as up to sixty-five percent (65%) in the aggregate of the Voting Securities and 100% of any other Subsidiary Securities of such Direct Foreign Subsidiary of such Domestic Disregarded Subsidiary, subject to such further limitations as otherwise provided herein and (2) in the event any Domestic Subsidiary is a U.S. entity that is treated as a corporation for U.S. federal income tax purposes substantially all of the fair market value of whose assets consist of one or more controlled foreign corporations within the meaning of Section 957 of the Code (a “US CFC HoldCo”), then the Subsidiary Securities of such US CFC HoldCo shall not be pledged or provide any guaranty or serve as collateral in connection herewith; provided, however, that up to sixty-five percent (65%) in the aggregate of the Voting Securities and 100% of any other Subsidiary Securities of such US CFC HoldCo shall be pledged or serve as collateral in connection herewith. After the Amendment No. 4 Closing Date, upon the formation, acquisition or capitalization of any new direct Material Subsidiary by any Loan Party, and upon the designation of each other Subsidiary as is necessary to remain in compliance with the terms of Section 7.15, then the Borrowers shall promptly notify the Collateral Agent of such fact and promptly thereafter (and in any event, with respect to Domestic Subsidiaries, within thirty (30) days, with respect to Foreign Subsidiaries, within sixty (60) days, and solely with respect to Section 6.13(b)(iii), within ninety (90) days, or, in any case, such longer period requested by the Company and approved by the Collateral Agent), in each of its Subsidiaries to takecase, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security DocumentsAgreed Collateral Principles (as defined in that certain Amendment No. 3 and Waiver to Amended and Restated Credit Agreement by and among the Company, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request Borrowers, the Administrative Agent and the Lenders party thereto, dated as of the Collateral AgentMay 8, 2017, or any related amendments to the Note Purchase Agreements) cause such longer period as the Collateral Agent may agree in its reasonable discretion, Person to deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real propertyshall deem appropriate, take such actions as at the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documents.Borrowers’ expense:
Appears in 1 contract
Samples: Revolving Credit Agreement (Chicago Bridge & Iron Co N V)
Covenant to Guarantee Obligations and Give Security. Upon (w) a --------------------------------------------------- filing of a petition for voluntary relief under chapter 11 of the Bankruptcy Code by a Non-Filing Domestic Subsidiary, (x) the request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Collateral Agent and Secured Parties to the Noteholdersextent provided in this Agreement, the Company shallthen, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary or the filing of a petition for voluntary relief under chapter 11 of the Bankruptcy Code by a Non-Filing Domestic Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionfiling, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 10 days after such request, formation or acquisition of any such property or any request therefor by filing, furnish to the Collateral Agent (or such longer period, as a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Collateral Agent may agree in its reasonable discretionAgent,
(iii) within 15 days after such request, formation or acquisition or filing, duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, but only to the extent previously delivered to the Collateral Agent with respect to one or more supplements Loan Parties to the Security Documents Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyproperties,
(iiiiv) within 30 days after such request, formation or acquisition, acquisition or such longer period, as the Collateral Agent may agree in its reasonable discretionfiling, take, and cause each such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries direct or indirect parent to take, whatever actionaction but only to the extent such action has been taken with respect to one or more Loan Parties (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition or filing, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Agent may reasonably request,
(vvi) as promptly as practicable after such request, formation or acquisition or filing, deliver but only to the extent previously delivered to the Collateral Agent with respect to one or more Loan Parties, upon the request of the Collateral Agent in its sole discretion, to the Collateral Agent with respect to each parcel of real property owned or held by the entity that is the subject of such request, formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent,
(vii) upon the occurrence and during the continuance of a Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Collateral Account, and with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such actions Subsidiary to take, as the case may be, all such other action as the Collateral Agent may request deem necessary or desirable in connection with order to obtain and maintain from and after the time such dividend is paid or payable a perfected, first priority lien on and security interest in such dividends,
(viii) promptly upon such request, formation or acquisition of any Foreign Subsidiary, the Borrower shall pledge of such real property to the Collateral Agent for the benefit on behalf of the Noteholders Secured Parties (A) in the case of any Foreign Subsidiary or joint venture, 65% of the total outstanding shares or other ownership interests of such Person owned by the Borrower and (B) in the Collateral Agentcase of any domestic joint venture, 100% of the shares or other ownership interests of such Person held by the Borrower, and
(viix) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements. Notwithstanding anything in this Agreement or any of the Security DocumentsLoan Documents to the contrary, no Subsidiary shall be required to provide any guaranty or similar undertaking, or to grant any Lien on assets located in a foreign jurisdiction, or to continue to keep effective or to maintain any guaranty or similar undertaking or any such Lien, if any thereof (or the execution and delivery of any agreement or instrument providing for the same) could reasonably be expected to result in a Material Adverse Effect or in (i) a material adverse tax consequence for the Borrower or any of its Subsidiaries, (ii) a violation of any applicable legal requirement or fiduciary obligations of a jurisdiction other than the United States or any State thereof or the District of Columbia, (iii) the incurrence of any liability on the part of a director or officer of any Loan Party or Subsidiary under or arising from any such legal requirement or fiduciary obligations or (iv) result in a Loan Party becoming obligated under a guaranty that would result in such Loan Party no longer being Solvent.
Appears in 1 contract
Samples: Senior Secured Priming Debtor in Possession Credit Agreement (Amf Bowling Worldwide Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries Loan Party (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located it being understood that, in the jurisdiction case of real property, only the requirements of Section 6.11(g)(ii) shall apply and such Excluded Subsidiary’s organizationrequirements shall apply only to Material Real Property), which and such property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a fully perfected lien and security interest in favor of the Collateral Agent for the benefit of the Collateral Agent Secured Parties, prior and the Noteholderssuperior in right to any other Lien except for Permitted Priority Liens, the Company then each Loan Party shall, in each case at the Companysuch Loan Party’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) in connection with such the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as the Collateral Agent (at the direction of the Requisite Lenders) may agree in its reasonable discretionagree), (A) cause each such Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder other Loan Parties’ obligations under the Loan Documents,
(b) within 10 days after (or supplement such longer period as the Collateral Agent (at the direction of the Requisite Lenders) may agree) such formation or acquisition, furnish to the applicable Security Documents Collateral Agent a description of the Material Real Properties and (B) (if not already so delivered) deliver certificates representing the Voting Stock personal properties of each such Subsidiary (if any) held by that is required to become a Guarantor under the Company Collateral and Guarantee Requirement or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed the Material Real Property and personal properties so acquired, in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed each case in blank detail reasonably satisfactory to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(iic) within 30 days after (or such formation or acquisition of any such property or any request therefor by longer period as the Collateral Agent (or such longer periodat the direction of the Requisite Lenders) may agree) (i) acquisition of property by any Loan Party, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Documents Agreement Supplement or Intellectual Property Security Agreement Supplement (each as defined in the Security Agreement), shall be effected in such manner), as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties and (ii) such formation or property,
acquisition of any new Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, duly execute and deliver and cause such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements (iiiwhich, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Agreement Supplement or Intellectual Property Security Agreement Supplement shall be effected in such manner) as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent (at the direction of the Requisite Lenders), securing payment of all of the obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents, (d) within 30 days after such request, formation or acquisition, (or such longer period, period as the Collateral Agent (at the direction of the Requisite Lenders) may agree in its reasonable discretionagree) after such formation or acquisition, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company each Loan Party and each of its Subsidiaries newly acquired or newly formed Subsidiary that is required to takebecome a Guarantor under the Collateral and Guarantee Requirement to take or cause to be taken, whatever actionaction (including, without limitation, the recording of Mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security DocumentsMortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms,
, (ive) within 30 days after the request of the Collateral Agent, (or such longer period as the Collateral Agent (at the direction of the Requisite Lenders) may agree in its reasonable discretionagree) after such formation or acquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent (at the direction of the Requisite Lenders), resolutions and a signed copy of one or more a favorable opinion in customary opinionsform, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (a), (c) and (d) above, (2) such guaranties, guaranty supplements, Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (d) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) matters of corporate formalities as the Collateral Agent may request and such other matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the request of the Administrative Agent following the occurrence and during the continuance of a Specified Default or (y) the delivery of the report (the “Report”) required to be delivered pursuant to Section 6.02(i) indicating the formation or acquisition of any new direct or indirect Domestic Subsidiary by any Loan Party (and to the Company extent required in order to comply with Section 7.11) or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest subject to Specified Statutory Liens in favor of the Collateral Administrative Agent for the benefit of the Secured Parties, unless expressly excluded from being required to be the subject of such security interest by the terms of this Agreement or the terms of the Collateral Agent and Documents, then the Noteholders, the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Domestic Subsidiary, within 30 days 10 Business Days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretiondelivery of the Report, (A) cause each such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary that is the Borrower or a Domestic Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 days 5 Business Days after such formation request or acquisition after the delivery of any the Report, furnish to the Administrative Agent a description of the owned real properties having a purchase price (or in the case of a Specified Default, fair market value) of $10,000,000 or more and, in the case of a Specified Default, other properties of the Loan Parties and their respective Subsidiaries so acquired or upon which the Administrative Agent does not have a valid, perfected Lien, unless expressly excluded from being required to be the subject of such property or any request therefor security interest by the Collateral Agent (terms of this Agreement or such longer period, as the terms of the Collateral Agent may agree Documents, in its reasonable discretioneach case in detail reasonably satisfactory to the Administrative Agent,
(iii) within 10 Business Days after such request or after the delivery of the Report, duly execute and deliver, and cause each such Domestic Subsidiary and each direct and indirect parent of such Domestic Subsidiary that is the Borrower or a Domestic Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Administrative Agent one or more supplements mortgages, deeds of trust, trust deeds, deeds to the receive debt, pledges, assignments, Security Documents Agreement Supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Equity in and of such Domestic Subsidiary, and other instruments of the type specified in Section 4.01(b)(iii)), securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyproperties, except during the continuation of a Specified Default, only to the same extent that is required in the Collateral Documents,
(iiiiv) within 30 days 10 Business Days after such request, formation request or acquisition, or such longer period, as after the Collateral Agent may agree in its reasonable discretiondelivery of the Report, take, and cause such Domestic Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents, the delivery of flood zone determinations and/or flood insurance (as applicable)) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges, assignments, Security DocumentsAgreement Supplements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, except during the continuation of a Specified Default, only to the same extent that is required in the Collateral Documents,
(ivv) within 30 days 10 Business Days after such request or after the delivery of the Report, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such mortgages, deeds of trust and trust deeds being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such mortgaged properties, and as to such other matters as the Collateral Administrative Agent may reasonably request,
(vvi) as promptly as practicable after such request or after the delivery of the Report, deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to each parcel of real property acquired for $10,000,000 or more (except that no minimum amount shall apply in the case of a Specified Default) owned by the entity that is the subject of such request, formation or acquisition title policies, surveys and environmental assessment reports, each in scope and form reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Administrative Agent, and
(vivii) 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 actions as required by the Security Agreement and at any time and from time to time as the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges, assignments, Security Agreement Supplements and security agreements.
(b) Any Subsidiary or Excluded Joint Venture that is not a Guarantor that becomes a guarantor with respect to any Material Debt of any Loan Party shall comply with Section 6.12(a) as if it were a newly formed Domestic Subsidiary of a Loan Party.
(c) Notwithstanding the foregoing or anything else contained in this Agreement or any other Loan Document, unless (x) a Specified Default has occurred and is continuing or (y) a Loan Party has acquired material Intellectual Property during the period covered by the applicable Report, in no event shall the Borrower or any of its Subsidiaries be required after the Restatement Closing Date to execute, prepare, deliver or otherwise provide any IP Security Agreement Supplements (whether in connection with the formation or acquisition of any new direct or indirect Domestic Subsidiary or the acquisition or creation of any property by any Loan Party) or take any similar or other further action in respect of any Intellectual Property (as defined in the Security DocumentsAgreement).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (v) notice from the Parent Borrower to the Administrative Agent that it intends to cause an Excluded Subsidiary to become a Loan Party, (w) the request of the Administrative Agent or the Required Lenders following the occurrence and during the continuance of a Default, (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company or any of its SubsidiariesLoan Party, and upon (y) the acquisition of any personal property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment opinion of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Secured Parties, or (z) the request of the Administrative Agent and or the NoteholdersRequired Lenders at any time with respect to any or all of the real property listed on Schedule 4.01(hh) hereto or any other real or personal property owned or leased by any Loan Party or any of its Subsidiaries from time to time, the Company then each Loan Party shall, in each case at the Company’s such Loan Party's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such an Excluded Subsidiary becoming a Loan Party or the formation or acquisition of a Subsidiary, within 30 10 days after such notice, request, formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent Administrative Agent, if such Subsidiary is a guaranty Domestic Subsidiary, a Domestic Guaranty or guaranty supplementsupplement guaranteeing the Obligations of the Borrowers and the other Loan Parties under the Loan Documents and, if such Subsidiary is Foreign Subsidiary, a Foreign Guaranty or guaranty supplement guaranteeing the Obligations of the Specified Subsidiaries and the other Foreign Subsidiaries under the Loan Documents, in each case, in substantially the form of Exhibit E-1 or Exhibit E-2 hereto, as applicable, or otherwise in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement Administrative Agent (except to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock extent that any such Guaranty by a Subsidiary of each any Loan Party would result in adverse tax consequences to such Subsidiary (if any) held by the Company Loan Party or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementSubsidiaries),
(ii) within 30 10 days after such notice, request, formation or acquisition acquisition, furnish to the Administrative Agent a description of any the real and personal properties of such property Loan Party and its Subsidiaries in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such notice, request, formation or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Administrative Agent one or more supplements to the Security Documents security agreement supplements, mortgages, pledges, assignments, debentures and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment of all the Obligations obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties (except to the extent that any pledge of the stock of a non-U.S. Subsidiary of a Loan Party would result in adverse tax consequences to such Loan Party or propertyany of its Subsidiaries),
(iiiiv) within 30 days after such notice, request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) that may be necessary or advisable in the 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 perfected Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments and security agreements delivered pursuant to this Section 5.01(o)(iv), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after such notice, request, formation or acquisition, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent Agents and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, as to such guaranties, mortgages, pledges, assignments and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid and perfected first priority Liens on such properties and as to such other matters as the Collateral Administrative Agent may reasonably request,
(vvi) as promptly as practicable after such notice, request, formation or acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such request, formation or acquisition surveys and engineering, soils and other reports, and environmental assessment reports, title reports, each in scope, form and substance satisfactory to the Administrative Agent; PROVIDED, HOWEVER, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions items shall promptly after the receipt thereof be delivered to the Administrative Agent,
(vii) upon the occurrence and during the continuance of a Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the L/C Cash Collateral Account, and with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the Collateral case may be, any and all further instruments and take or cause such Subsidiary to take, as the case may be, all such other action as the Administrative Agent may request deem necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property to the Collateral Agent for the benefit of the Noteholders dividend is paid or payable a perfected, first priority lien on and the Collateral Agentsecurity interest in such dividends, and
(viviii) 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 Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect Guarantor Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by any Loan Party (subject to the Company or any of its Subsidiaries (other than applicable limitations set forth in the acquisition Security Agreement) that is intended to be subject to the Lien created by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, Documents but is not already subject to a perfected lien first priority security interest (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 forty-five (45) days after such formation or acquisition or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretionGuarantor Subsidiary, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementcounterpart of the Subsidiary Guaranty, in form and substance reasonably satisfactory to guaranteeing the Collateral Agent, Guaranteeing other Loan Parties’ obligations under the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Loan Documents;
(ii) within 30 forty-five (45) days after such formation or acquisition acquisition, furnish to the Administrative Agent a description of any Material Owned Real Property and Material Leased Real Property of such property Guarantor Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(iii) within forty-five (45) days after such formation or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and delivertake, and cause each such Guarantor Subsidiary to duly execute and delivertake, to the Collateral Agent one or more whatever action (including supplements to the Security Documents Agreement, supplements to the Intellectual Property Security Agreements and other security and pledge agreements, in all such cases, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Equity Interests and Pledged Debt in and of such Guarantor Subsidiary, and other instruments representing the Pledged Equity Interests in certificated form accompanied by undated stock powers executed in blank or the Pledged Debt indorsed in blank to the extent required by the Security Agreement), in all such cases to the same extent that such documents and instruments would have been required to have been delivered by Persons that were Guarantor Subsidiaries on the Amendment Effective Date, securing payment of all the Obligations and establishing liens on all of such properties or property,Guarantor Subsidiary under the Loan Documents;
(iiiiv) within 30 with respect to any Material Owned Real Property and Material Leased Real Property, upon the later to occur of (x) sixty (60) days after such request, formation or acquisition, or such longer period, as acquisition and (y) delivery of the Collateral Agent may agree in its reasonable discretionCompliance Certificate required to be delivered pursuant to Section 6.02(b), take, and cause such Guarantor Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including the recording of mortgages, assignments, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported Material Owned Real Property and Material Leased Real Property, including delivery of each item set forth in Section 6.19 hereof (“Additional Mortgaged Property”);
(v) contemporaneously with the delivery of such Collateral Documents with respect to Additional Mortgaged Property required to be subject delivered to the Security DocumentsAdministrative Agent, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsan opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent Administrative Agent, as to the validity and enforceability of the agreements entered into pursuant to this Section 6.12 and as to such other related matters as the Collateral Administrative Agent may reasonably request,, within sixty (60) days after such formation or acquisition; and
(vvi) within the later to occur of (x) forty-five (45) days after such formation or acquisition of Material Owned Real Property or of Material Leased Real Property and (y) delivery of the Compliance Certificate required to be delivered pursuant to Section 6.02(b), cause such Guarantor Subsidiary to provide, the Administrative Agent with respect a legal description of all Material Owned Real Property and Material Leased Real Property, as applicable, from which any As-Extracted Collateral (as defined in the Security Agreement) will be severed or to any real propertywhich As-Extracted Collateral (as defined in the Security Agreement) otherwise relates, take such actions as the Collateral Agent may request in connection together with the pledge 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 or mortgages under Section 9-502(b) or 9-502(c) of the UCC or any similar legal requirements.
(b) The time periods set forth in this Section 6.12 may be extended upon the request of the Borrower, if the Borrower and the Loan Parties are diligently pursuing same, in the reasonable discretion of the Administrative Agent. Any documentation delivered pursuant to this Section 6.12 shall constitute a Loan Document hereunder and any such document creating or purporting to create a Lien in favor of the Collateral Agent for the benefit of the Noteholders and Secured Parties shall constitute a Collateral Document hereunder.
(c) The foregoing requirements of Section 6.12(a) shall not apply to (i) those assets over which the granting of security interests in such assets would be prohibited by contract, applicable Laws not overridden by the UCC or with respect to the assets of any non-wholly owned subsidiary, the organizational documents of such non-wholly owned subsidiary; provided that, at the request of the Collateral Agent, and
the Borrower shall use its commercially reasonable efforts to obtain the applicable consents to such pledge and security interest, (ii) payroll, tax and other trust accounts, (iii) motor vehicles and other assets subject to certificates of title, (iv) with respect to any interests in respect of a Foreign Subsidiary, liens or pledges in excess of 65% of the Voting Stock of any “first-tier” Foreign Subsidiary, (v) assets described in Section 2.2 of the Security Agreement, (vi) at the assets of or Equity Interest in any time Immaterial Subsidiary or any Unrestricted Subsidiary, (vii) those assets as to which the Administrative Agent and from time the Borrower reasonably determine that the cost of obtaining such security interest or perfection thereof are excessive in relation to timethe benefit to the Lenders of the security to be afforded thereby and (viii) assets to the extent a security interest in such assets would result in a material adverse tax consequence, promptly as reasonably determined by the Borrower in good faith.
(d) Notwithstanding anything to the contrary in this Section 6.12, with respect to any Material Leased Real Property required to be encumbered with a first priority Mortgage pursuant to paragraph (a)(iv) or (a)(vi) of this Section 6.12, (i) the Borrower shall use commercially reasonable efforts to obtain (y) (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the lessor of such leasehold interest, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, and (z) any lessor consent or approval of such Mortgage as may be required pursuant to the terms of the applicable lease with respect to such leasehold interest; and (ii) if the Borrower shall fail to obtain the documents referred to in clause (y) or (z) above with respect to any such leasehold interest, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to comply with paragraph (a)(iv) or (a)(vi) of this Section 6.12 with respect to the applicable Material Leased Real Property. As used in this Section 6.12(d), “commercially reasonable efforts” shall require the Borrower to commence the matter referred to with diligence and in a manner consistent with customary business practices, but shall not require that the Borrower commence litigation or expend any sums of money except such sums as may be required to compensate a lessor for reasonable expenses in reviewing the applicable documentation (including reasonable legal fees in connection with such review). The Borrower shall promptly, upon request, provide the Administrative Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the items referenced in this Section 6.12(d).
(e) Upon the formation or acquisition of any new direct Parent of the Borrower that is a Subsidiary of the MLP, the MLP shall, or the Borrower shall, cause such Parent to execute and deliver any to the Administrative Agent a guarantee in form and all further instruments and documents and take all such other action as substance reasonably satisfactory to the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining guaranteeing the full benefits of, or in perfecting and preserving Obligations of the liens of, the Security DocumentsBorrower hereunder on an unsecured basis.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Credit Party or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Credit Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien second priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersAgent, the Company then each Credit Party shall, in each case at the Company’s such Credit Party's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Collateral Agent, guaranteeing the other Credit Parties' obligations under the Note Documents, PROVIDED, HOWEVER, that if such required date is prior to the Effective Date, such guaranty or guaranty supplement shall take effect upon the Effective Date,
(ii) within 10 days after such request, formation or acquisition, furnish to the Collateral Agent a description of the real and personal properties of the Credit Parties and their respective Subsidiaries in detail reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(iii) within 15 days after the later of (i) such request, formation or acquisition, or (ii) within 30 days after such formation or acquisition of any such property or any request therefor the provision by the Collateral Agent (or such longer periodof the applicable form of documents, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Agent one or more mortgages, pledges, collateral assignments, security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Credit Party, such Subsidiary or such parent, as the case may be, under the Note Documents and establishing liens constituting Liens on all such properties properties, provided, however, that if such required date is prior to the Effective Date, such mortgages, pledges, collateral assignments, security agreement supplements or propertyother security agreements shall take effect upon the Effective Date,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Collateral Agent to vest in the Purchase (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, collateral assignments, security agreement supplements and security agreements delivered pursuant to this Section 7.1(j), enforceable against all third parties in accordance with their terms, PROVIDED, HOWEVER, that if such required date is prior to the Effective Date, such actions shall be taken upon the Effective Date,
(ivv) within 30 70 days after such request, formation or acquisition (or if later, upon the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretionEffective Date), deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersAgent, of counsel for the Collateral Agent Credit Parties reasonably acceptable to the Collateral Agent as to the matters contained in clauses (i), (iii) and (iv) hereof (subject to customary limitations), as to such guaranties, guaranty supplements, mortgages, pledges, collateral assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Credit Party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Agent may reasonably request,
(vvi) as promptly as reasonably practicable after such request, formation or acquisition, deliver, upon the request of the Collateral Agent in its sole discretion, to the Collateral Agent with respect to each parcel of real property owned or held by the entity that is the subject of such request, formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Collateral Agent, provided, however, that to the extent that the Company or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent,
(vii) upon the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default and subject to the Subordination Agreement, promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Cash Collateral Account, and with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such actions Subsidiary to take, as the case may be, all such other action as the Collateral Agent may request deem reasonably necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property dividend is paid or payable a perfected, second priority lien on and security interest in such dividends, provided, however, that such actions shall not be required to be taken until the Cash Collateral Agent for the benefit of the Noteholders and the Collateral AgentAccount is required to be in place pursuant to Section 7.1(p), and
(viviii) at any time and from time to time, after the Effective Date, 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 deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, collateral assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Icg Communications Inc /De/)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition a Foreign Subsidiary which shall be governed by Section 6.12(a)(iii)(2) or in connection with a Permitted Minor Acquisition which shall be governed by Section 6.12(d)) by any Excluded Subsidiary of a leasehold interest in real estate located in Loan Party, then the jurisdiction Borrower shall, at the Borrower’s expense:
(i) within ten (10) days after such formation or acquisition, cause such Subsidiary, and cause each direct and indirect parent of such Excluded Subsidiary’s organizationSubsidiary (if it has not already done so), which propertyto duly execute and deliver to the Administrative Agent a Global Supplement, guaranteeing the other Loan Parties’ obligations under the Loan Documents, together with a certified copy of its Organizational Documents and resolutions authorizing the above actions, each, in form and substance satisfactory to the reasonable judgment Administrative Agent;
(ii) within ten (10) days after such formation or acquisition, furnish to the Administrative Agent a description of the Collateral real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(iii) within fifteen (15) days after such formation or acquisition, is (1) cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already subject done so) to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages (it being agreed that (x) no leasehold deeds of trust, leasehold trust deeds, leasehold deeds to secure debt or leasehold mortgages shall be required and (y) if, as determined by the Administrative Agent in its reasonable discretion, the cost of perfecting a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and Secured Parties on any real property located in the Noteholdersstate of New York exceeds the benefit of perfection on such property, the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of waive this requirement for any such real property or any request therefor by located in the Collateral Agent (or such longer periodstate of New York), as the Collateral Agent may agree in its reasonable discretion) duly execute Security Agreement Supplements, Control Agreements and deliverother security and pledge agreements, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Equity in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or property,real and personal properties, and (2) cause such Foreign Subsidiary and each direct parent thereof to execute and deliver to the Administrative Agent a pledge agreement pledging 65% of the interests therein to the Administrative Agent, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of such Pledged Equity in and of 65% of such Foreign Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii); provided, that, only sixty-five (65%) percent of the total outstanding voting Equity Interest of any Subsidiary of any Loan Party that is a controlled foreign corporation (and none of the Equity Interest of any Subsidiary of such controlled foreign corporation) shall be required to be pledged.
(iiiiv) within 30 thirty (30) days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each direct and indirect parent of its Subsidiaries such Subsidiary (if it has not already done so) to take, take whatever actionaction (including the recording of Mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages (it being agreed that (x) no leasehold deeds of trust, leasehold trust deeds, leasehold deeds to secure debt or leasehold mortgages shall be required and (y) if, as determined by the Administrative Agent in its reasonable discretion, the cost of perfecting a first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties on any real property located in the state of New York exceeds the benefit of perfection on such property, the Administrative Agent may waive this requirement for any such real property located in the state of New York), Security DocumentsAgreement Supplements, and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,;
(v) in the event the Investment associated with a formation or acquisition exceeds $1,000,000 or an issue arises with respect to which the Administrative Agent reasonably requests an opinion, within thirty (30) days after such formation or acquisition, deliver to the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) within 30 days above, and as to such other matters as the Administrative Agent may reasonably request; and
(vi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition flood certifications and a signed copy of one or more customary opinions, addressed to any owner’s title insurance policy obtained by such entity; it being agreed that the Collateral Administrative Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) shall not require title insurance policies with respect to any deeds of trust, trust deeds, deeds to secure debt or mortgages delivered pursuant to this Section 6.12(a).
(b) Upon the acquisition of any property by any Loan Party (other than a leasehold estate in real property, take such actions as the Collateral Agent may request property or in connection with the pledge a Permitted Minor Acquisition, which shall be governed by Section 6.12(d)), if such property shall not already be subject to a perfected first priority security interest in favor of such real property to the Collateral Agent for the benefit of the Noteholders Secured Parties, then the Borrower shall, at the Borrower’s expense:
(i) within ten (10) days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent;
(ii) within fifteen (15) days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages (it being agreed that (x) no leasehold deeds of trust, leasehold trust deeds, leasehold deeds to secure debt or leasehold mortgages shall be required and (y) if, as determined by the Administrative Agent in its reasonable discretion, the cost of perfecting a first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties on any real property located in the state of New York exceeds the benefit of perfection on such property, the Administrative Agent may waive this requirement for any such real property located in the state of New York), Security Agreement Supplements, Control Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties;
(iii) within thirty (30) days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties;
(iv) in the event the Investment associated with an acquisition exceeds $1,000,000 or an issue arises with respect to which the Administrative Agent reasonably requests an opinion within thirty (30) days after such acquisition, deliver to the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; and
(viv) as promptly as practicable after any acquisition of real property (but not a leasehold estate), deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to such real property flood certifications and a copy of any owner’s title insurance policy obtained by any Loan Party; it being agreed that the Administrative Agent shall not require title insurance policies with respect to any deeds of trust, trust deeds, deeds to secure debt or mortgages delivered pursuant to this Section 6.12(b).
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the Borrower’s expense:
(i) within ten (10) days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent;
(ii) within fifteen (15) days after such request, duly execute and deliver, and cause each Subsidiary (other than a Foreign Subsidiary) thereof (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages (it being agreed that (x) no leasehold deeds of trust, leasehold trust deeds, leasehold deeds to secure debt or leasehold mortgages shall be required and (y) if, as determined by the Administrative Agent in its reasonable discretion, the cost of perfecting a first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties on any real property located in the state of New York exceeds the benefit of perfection on such property, the Administrative Agent may waive this requirement for any such real property located in the state of New York), Security Agreement Supplements, and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity and pledged debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties;
(iii) within thirty (30) days after such request, take, and cause each Subsidiary (other than a Foreign Subsidiary) thereof to take, whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages (it being agreed that no leasehold mortgages or leasehold deeds of trust shall be required), Security Agreement Supplements, and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms;
(iv) within thirty (30) days after such request, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request; and
(v) as promptly as practicable after such request, deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrower and their Subsidiaries, title reports, appraisals, flood certifications, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(d) Upon the occurrence of any Permitted Minor Acquisition, the Borrower shall (or shall cause to be taken), at the Borrower’s expense:
(i) in the case of a Permitted Minor Acquisition which involves the acquisition of a new direct or indirect Subsidiary by any Loan Party, the actions required under Section 6.12(a) by either (A) the last day of the calendar quarter in which such Permitted Minor Acquisition occurred or (B) if such Permitted Minor Acquisition occurred in the last thirty (30) days of a calendar quarter, by the last day of the calendar quarter immediately following the calendar quarter in which such Permitted Minor Acquisition occurred; or
(ii) in the case of a Permitted Minor Acquisition which involves the acquisition of any property (other than a leasehold interest in real property) by any Loan Party, the actions required under Section 6.12(b) by either (A) the last day of the calendar quarter in which such Permitted Minor Acquisition occurred or (B) if such Permitted Minor Acquisition occurred in the last thirty (30) days of a calendar quarter, by the last day of the calendar quarter immediately following the calendar quarter in which such Permitted Minor Acquisition occurred.
(e) At any time and from time to timeupon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Administrative Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages (it being agreed that no leasehold deeds of trust, leasehold trust deeds, leasehold deeds to secure debt or leasehold mortgages shall be required), Security DocumentsAgreement Supplements, and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) With respect to any Domestic Subsidiary of the Borrower that is (x) a new Domestic Subsidiary created or acquired after the Closing Date by any Loan Party that is neither an Immaterial Subsidiary nor an Unrestricted Subsidiary, (y) a Loan Party that ceases to be an Immaterial Subsidiary or (z) a Domestic Subsidiary that ceases to be an Unrestricted Subsidiary, promptly (i) cause such Domestic Subsidiary (A) to become a party to the Guarantee Agreement and (B) to deliver to the Administrative Agent documents with respect to such Subsidiary, of the type described in Section 4.01(a)(v) and (vi), and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) Promptly deliver and cause each Subsidiary Guarantor to promptly deliver, to further secure the Obligations, whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, flood hazard certification, title searches, financing statements and other Collateral Documents in form and substance satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests, subject only to Permitted Liens, on all real property, equipment and fixtures now owned or hereafter acquired by such Person, and all Equity Interests in Subsidiaries together with such officers certificates and legal opinions as requested by Administrative Agent to evidence the authorization validity and enforceability of such documents. In furtherance thereof, the Borrower shall (i) notify Administrative Agent as soon as possible but not later than ten (10) Business Days after any acquisition (whether by purchase, lease or otherwise) of material assets by the Borrower or any Subsidiary and (ii) at the time of the delivery of the financial statements pursuant to Section 6.01, deliver a report reflecting any material assets acquired during the preceding fiscal quarter. The Borrower shall deliver such Collateral Documents requested pursuant to this Section 6.12: (i) at the time of any acquisition of material assets of the Borrower or any Subsidiary and (ii) otherwise promptly and in no event later than 60 days after a request by the Administrative Agent or such later time as may be consented to by the Administrative Agent.
(c) From time to time, execute and deliver, or cause to be executed and delivered, such additional mortgages, deeds of trust, chattel mortgages, security agreements, financing statements, reports, instruments, legal opinions, certificates or documents, all in form and substance satisfactory to the Administrative Agent, and take all such actions as may be requested hereunder or as the Administrative Agent may reasonably request for the purposes of correcting any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, or implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of the Administrative Agent and the Lenders with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by the Borrower or any Loan Party) pursuant hereto or thereto. Upon the exercise by the Administrative Agent or any Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording qualification or authorization of any Governmental Authority, the Borrower will promptly execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or such Lenders may be required to obtain from the Borrower or any of its Subsidiaries for such governmental consent, approval, recording, qualification or authorization.
(d) Upon the formation or acquisition by a Loan Party of any new direct or indirect Subsidiary by after the Company Closing Date that is a CFC, then the Borrower shall or any of its Subsidiariesshall cause such Loan Party, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days promptly after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementpledge, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing encumbering 66% of the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock Equity Interests of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary CFC (other than an Excluded Subsidiary) and the Company and each Equity Interests of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security Documents, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security DocumentsCFC held by another CFC).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Chesapeake Oilfield Operating LLC)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersBorrower, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 20 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary (other than an Excluded Subsidiaryif it qualifies to be a Guarantor) to duly execute and deliver to the Collateral Administrative Agent a guaranty joinder to the Guaranty, in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations,
(ii) within 20 days after such formation or guaranty supplementacquisition, subject to all applicable Laws, cause each direct owner of the Equity Interests of such Subsidiary (if it has not already done so and if such Equity Interest qualifies to be Collateral) to duly execute and deliver to the Administrative Agent a supplement or joinder to the Pledge Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each covering such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,Equity Interests; and
(iii) within 30 days after such request, formation or acquisition, or such longer perioddeliver to the Administrative Agent, as upon the Collateral request of the Administrative Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security Documents, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsfavorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Borrower or such other Pledgor reasonably acceptable to the Collateral Administrative Agent as to such matters as the Collateral Administrative Agent may reasonably request,.
(vb) In the event any Subsidiary that is an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall promptly give the Administrative Agent notice thereof and, within 20 days thereafter and at its expense, shall cause such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guaranty pursuant to Section 4.16 of the Guaranty, together with respect to any real propertysuch other documents, take such actions instruments, evidences and opinions in connection therewith as the Collateral Administrative Agent may request reasonably request.
(c) In the event that the Equity Interests of any Subsidiary that are excluded from the definition of Collateral cease to be so excluded, the Borrower shall promptly give the Administrative Agent notice thereof, and within 20 days thereafter and at its expense, shall cause such Equity Interests to become part of the Collateral by the execution and delivery by the appropriate Persons of a supplement to the Pledge Agreement pursuant to Section 7.22 of the Pledge Agreement, together with such other documents, instruments, evidences and opinions in connection with therewith as the pledge of such real property to the Collateral Administrative Agent for the benefit may reasonably request.
(d) At any time upon request of the Noteholders and the Collateral Administrative Agent, and
(vi) 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 Administrative Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the Security DocumentsGuaranty and the Pledge Agreement.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect wholly-owned Restricted Subsidiary by the Company or (excluding (x) any of its Subsidiaries, Unrestricted Subsidiary and upon the acquisition of (y) any property by the Company or any of its Subsidiaries (other than the acquisition Immaterial Subsidiary) by any Excluded Subsidiary of a leasehold interest in real estate located in Loan Party, then the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent Parent and the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 thirty (30) days after such formation or acquisition (or such longer period as the Collateral Administrative Agent may agree in its reasonable discretiondiscretion approve), (A) cause such Restricted Subsidiary, and cause each direct and indirect parent of such Restricted Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Loan Documents;
(ii) subject in the case of Oil and Gas Properties and material midstream assets to Section 6.12(b), within 30 thirty (30) days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Administrative Agent may agree in its reasonable discretiondiscretion approve), cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, deliver to the Collateral Administrative Agent one or more supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Documents Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Equity in and of such Restricted Subsidiary, and other instruments required under the Security Agreement) securing payment of all the Obligations of such Restricted Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties real and personal properties; provided, however, that notwithstanding the foregoing, none of the Parent, the Borrower or property,any Restricted Subsidiary will be required to grant a security interest in the Equity Interest of any (i) Immaterial Subsidiary or (ii) Unrestricted Subsidiary;
(iii) subject in the case of Oil and Gas Properties to Section 6.12(b), within 30 thirty (30) days after such request, formation or acquisition, acquisition (or such longer period, period as the Collateral Administrative Agent may agree in its reasonable discretiondiscretion approve), take, and cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (other than an Excluded Subsidiaryif it has not already done so) and to take whatever action (including the Company and each recording of its Subsidiaries to take, whatever actionmortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security DocumentsAgreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,; and
(iv) within 30 sixty (60) days after the request of the Collateral Agent, such formation or acquisition (or such longer period as the Collateral Administrative Agent may agree in its discretion approve), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) If the report or certificate delivered under Section 6.01(e) or Section 6.01(f) does not confirm that the Secured Obligations are secured by first-priority Liens covering and encumbering at least ninety percent (90%) of the PV9 Value of the Proved Reserves, attributable to the Engineered Oil and Gas Properties (without taking into account any adjustments for hedging), together with all or substantially all material midstream assets necessary to operate the Oil and Gas Properties comprising Proved Developed Producing Reserves in the manner contemplated in the preparation of the most recently delivered Engineering Report, then (i) within thirty (30) days of the delivery of such report or certificate (or such longer period as may be appropriate in the sole discretion of the Administrative Agent), the Loan Parties that own Engineered Oil and Gas Properties shall execute and deliver mortgages and deeds of trust (or supplements with respect thereto) in form and substance reasonably acceptable to the Administrative Agent, together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) and together with such certificates and opinions of counsel with respect thereto, in each case as the Administrative Agent shall deem necessary to grant, evidence and perfect the first-priority Liens on such additional properties comprising Proved Reserves and Proved Developed Producing Reserves such that, after giving effect thereto, the Loan Parties shall have mortgaged at least ninety percent (90%) of the PV9 Value of the Proved Reserves, attributable to the Engineered Oil and Gas Properties (without taking into account any adjustments for hedging), together with all or substantially all material midstream assets necessary to operate the Oil and Gas Properties comprising Proved Developed Producing Reserves in the manner contemplated in the preparation of the most recently delivered Engineering Report; and (ii) upon the request of the Administrative Agent, which request shall not be made more than once per calendar year so long as no Default, Event of Default or Borrowing Base Deficiency is then continuing, evidence of title reasonably satisfactory to the Administrative Agent with respect to such additional properties, but only to the extent necessary such that the Parent and the Borrower shall have delivered evidence of title covering Engineered Oil and Gas Properties subject to the Mortgages comprising at least eighty-five percent (85%) of the total PV9 Value of the Proved Reserves, in each case, attributable to the Engineered Oil and Gas Properties of the Borrower and the other Loan Parties required by this Section 6.12(b); provided, however, that the requirements of this Section 6.12(b) shall not apply to any Oil and Gas Properties as to which the Administrative Agent shall determine in its reasonable discretion, deliver after consultation with the Parent or the Borrower, that the costs and burden of obtaining such evidence of title are excessive in relation to the Collateral Agent, organizational documents, resolutions and a signed copy value of one or more customary opinions, addressed the benefits afforded thereby.
(c) Notwithstanding anything to the Collateral contrary in this Section 6.12, the “Collateral” shall not include any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home shall be encumbered by any Mortgage, other than the Borrower’s CO2 Gas Processing Plant located in Carbon County, Wyoming, unless (i) the Borrower, the Administrative Agent and the other NoteholdersRequired Lenders otherwise agree in writing, of counsel for (ii) the Collateral Agent reasonably acceptable Lenders have been afforded not less than forty-five (45) days to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) conduct any necessary diligence with respect to any real propertyflood hazard area determinations and other compliance analysis and (iii) if the applicable property is determined to be located in a special flood hazard area, take such actions as each Lender is reasonably satisfied that the Collateral Agent may request in connection Borrower has complied, or has caused the applicable Restricted Subsidiary to comply, with the pledge of applicable Flood Insurance Regulations (including, if applicable, obtaining flood insurance from such real property providers, on such terms and in such amounts as required by the Flood Insurance Regulations).
(d) Notwithstanding anything to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens ofcontrary contained herein, the Security DocumentsPublic Parent shall only be required to pledge its Equity Interests in any Intermediate Parent owned directly by the Public Parent (or Parent, if Public Parent directly owns any Equity Interest in Parent), and each Intermediate Parent shall only be required to pledge its Equity Interests in each other Intermediate Parent or Parent (if such Intermediate Parent directly owns any Equity Interest in Parent).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary by the Company Holdings Entity or any of its Subsidiariesdirect or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, and upon any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition not constituting an Excluded Asset by any Excluded Subsidiary of Loan Party (including Equity Interests in a leasehold interest in real estate located in the jurisdiction of first-tier Foreign Subsidiary) if such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and Secured Parties or the Noteholdersacquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) at the time of delivery of the compliance certificate set forth in connection with Section 7.01(e), cause such formation Holdings Entity or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the applicable Security Documents and Administrative Agent a description of the personal properties of such Holdings Entity or Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(Bc) (if not already so delivered) deliver certificates representing at the Voting Stock time of each delivery of the compliance certificate set forth in Section 7.01(e), cause such Holdings Entity or Subsidiary (if anyit has not already done so) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, deliver to the Administrative Agent Supplemental Collateral Agent one or more supplements to the Security Documents Documents, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (or in substantially the form attached to the Security Agreement, securing payment if applicable) (including delivery of all Pledged Equity Interests in and of the Obligations and establishing liens on all such properties Company or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (limited to 65% of voting equity interests of any Foreign Subsidiary), and other than an Excluded Subsidiaryinstruments of the type specified in Section 5.01(a)(iii)), and
(d) and at the Company and each time of its Subsidiaries delivery of the compliance certificate set forth in Section 7.01(e), cause such Holdings Entity or Subsidiary (if it has not already done so) to take, whatever action, take any actions required under the Security Agreement (including the filing of UCC financing statements, ) as may be reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security DocumentsSupplemental Collateral Documents delivered pursuant to this Section 7.10; provided, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) that with respect to after-acquired property of any real propertyLoan Party as to which an effective Uniform Commercial Code financing statement is on file in the appropriate jurisdiction and which does not constitute deposit or securities accounts (as to which the provisions above shall be applicable), take such actions as Loan Party may satisfy the Collateral Agent may request in connection with requirements of this Section 7.10 at the pledge time of such real property to the Collateral Agent for the benefit delivery of the Noteholders and the Collateral Agent, and
(vi) at any time and from time next certificate required pursuant 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security DocumentsSection 7.01(b).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new direct or indirect Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by of the Company or any of its Subsidiaries (other than the acquisition type constituting Collateral by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization)Collateral, which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority (subject only to Liens permitted by Section 5.02(a)) security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a SubsidiarySubsidiary that is not (x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC, within 30 days after such formation or acquisition (or such longer period as to which the Collateral Administrative Agent may agree in its reasonable discretionconsent) after such formation or acquisition, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, Guaranty Supplement in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Loan Documents and an Acknowledgement (B) (if not already so delivered) deliver certificates representing as defined in the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Intercreditor Agreement),
(ii) within in connection with the acquisition of such property of the type constituting Collateral under the Collateral Documents, on or prior to 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as to which the Collateral Administrative Agent may agree in its reasonable discretionconsent) following such acquisition of property by any Loan Party, (A) duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by the Collateral Documents, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any new Subsidiary, duly execute and deliver and cause each Subsidiary to duly execute and deliver to the Collateral Agent pledges, assignments, security agreement supplements and other security agreements as specified by the Collateral Documents, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all of the obligations of such Subsidiary under the Loan Documents; provided that (1) the stock of any Subsidiary held by a CFC shall not be pledged and (2) if such new property is Equity Interests in a CFC, only 66% of such Equity Interests shall be pledged in favor of the Secured Parties,
(iii) within in connection with the acquisition of such property of the type constituting Collateral under the Collateral Documents, on or prior to 30 days (or such longer period as to which the Administrative Agent may consent) following such acquisition of property by any Loan Party, after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Loan Party and each newly acquired or newly formed Subsidiary (other than an Excluded Subsidiaryany Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(iv) within 30 90 days after the request of the Collateral Agent, (or such longer period as to which the Collateral Administrative Agent may agree consent) following the date of the acquisition of any fee interest in its reasonable discretionany real property located in the United States with a book value in excess of $250,000 (as reasonably estimated by the Borrower) acquired after the Effective Date by any Loan Party (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC), execute and deliver deeds or trust, trust deeds, mortgages substantially in the form of reasonably satisfactory to the Collateral AgentAdministrative Agent (a “Mortgage”), organizational documentsduly executed by the appropriate Loan Party, resolutions together with (x) evidence that counterparts of the Mortgages have been either (i) duly recorded or (ii) duly executed, acknowledged and a signed copy of one delivered in form suitable for filing or more customary opinionsrecording, addressed to in all filing or recording offices that the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Administrative Agent may reasonably request,
deem necessary in order to create a valid first and subsisting Lien (vsubject to Permitted Encumbrances) with respect to any real property, take such actions as on the Collateral Agent may request property described therein in connection with the pledge favor of such real property to the Collateral Agent for the benefit of the Noteholders Secured Parties and that all filing and recording taxes and fees have been paid, (y) title insurance policies in form and substance, with endorsements and in amount reasonably acceptable to the Collateral Agent, andAdministrative Agent and (z) any existing survey,
(viv) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) any and all further instruments and documents (including customary legal opinion as to the foregoing, if reasonably requested by the Administrative Agent) and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, all such other action as the Collateral Agent in its reasonable judgment may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements. Notwithstanding anything to the Security Documentscontrary in this Section 5.01(j) or any other Collateral Document, the Collateral Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any mortgage stamp, intangibles or other tax or expenses relating to such Lien) is excessive in relation to the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent. The provisions of this Section 5.01(j) shall not apply to the Term C Advances, which instead shall be governed by Section 5.01(j) of the Second Lien Term Loan Agreement.
Appears in 1 contract
Samples: First Lien Credit Agreement (Berliner Communications Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect wholly-owned Restricted Subsidiary by the Company or (excluding (x) any of its Subsidiaries, Unrestricted Subsidiary and upon the acquisition of (y) any property by the Company or any of its Subsidiaries (other than the acquisition Immaterial Subsidiary) by any Excluded Subsidiary of a leasehold interest in real estate located in Loan Party, then the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent Parent and the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 thirty (30) days after such formation or acquisition (or such longer period as the Collateral Administrative Agent may agree in its reasonable discretiondiscretion approve), (A) cause such Restricted Subsidiary, and cause each direct and indirect parent of such Restricted Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Loan Documents;
(ii) subject in the case of Oil and Gas Properties and material midstream assets to Section 6.12(b), within 30 thirty (30) days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Administrative Agent may agree in its reasonable discretiondiscretion approve), cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, deliver to the Collateral Administrative Agent one or more supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Documents Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Equity in and of such Restricted Subsidiary, and other instruments required under the Security Agreement) securing payment of all the Obligations of such Restricted Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties real and personal properties; provided, however, that notwithstanding the foregoing, none of the Parent, the Borrower or property,any Restricted Subsidiary will be required to grant a security interest in the Equity Interest of any (i) Immaterial Subsidiary or (ii) Unrestricted Subsidiary;
(iii) subject in the case of Oil and Gas Properties to Section 6.12(b), within 30 thirty (30) days after such request, formation or acquisition, acquisition (or such longer period, period as the Collateral Administrative Agent may agree in its reasonable discretiondiscretion approve), take, and cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (other than an Excluded Subsidiaryif it has not already done so) and to take whatever action (including the Company and each recording of its Subsidiaries to take, whatever actionmortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security DocumentsAgreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,; and
(iv) within 30 sixty (60) days after the request of the Collateral Agent, such formation or acquisition (or such longer period as the Collateral Administrative Agent may agree in its discretion approve), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) If the report or certificate delivered under Section 6.01(e) or Section 6.01(f) does not confirm that the Secured Obligations are secured by first-priority Liens covering and encumbering at least 85% of the PV9 Value of the Proved Reserves and at least 85% of the PV9 Value of the Proved Developed Producing Reserves, in each case, attributable to the Engineered Oil and Gas Properties (without taking into account any adjustments for hedging), together with all or substantially all material midstream assets necessary to operate the Oil and Gas Properties comprising Proved Developed Producing Reserves in the manner contemplated in the preparation of the most recently delivered Engineering Report, then (i) within thirty (30) days of the delivery of such report or certificate (or such longer period as may be appropriate in the sole discretion of the Administrative Agent), the Loan Parties that own Engineered Oil and Gas Properties shall execute and deliver mortgages and deeds of trust (or supplements with respect thereto) in form and substance reasonably acceptable to the Administrative Agent, together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) and together with such certificates and opinions of counsel with respect thereto, in each case as the Administrative Agent shall deem necessary to grant, evidence and perfect the first-priority Liens on such additional properties comprising Proved Reserves and Proved Developed Producing Reserves such that, after giving effect thereto, the Loan Parties shall have mortgaged at least 85% of the PV9 Value of the Proved Reserves and at least 85% of the PV9 Value of the Proved Developed Producing Reserves, in each case, attributable to the Engineered Oil and Gas Properties (without taking into account any adjustments for hedging), together with all or substantially all material midstream assets necessary to operate the Oil and Gas Properties comprising Proved Developed Producing Reserves in the manner contemplated in the preparation of the most recently delivered Engineering Report; and (ii) upon the request of the Administrative Agent, which request shall not be made more than once per calendar year so long as no Default, Event of Default or Borrowing Base Deficiency is then continuing, evidence of title reasonably satisfactory to the Administrative Agent with respect to such additional properties, but only to the extent necessary such that the Parent and the Borrower shall have delivered evidence of title covering Engineered Oil and Gas Properties subject to the Mortgages comprising at least 85% of the total PV9 Value of the Proved Reserves and at least 85% of the PV9 Value of the Proved Developed Producing Reserves, in each case, attributable to the Engineered Oil and Gas Properties of the Borrower and the other Loan Parties required by this Section 6.12(b); provided, however, that the requirements of this Section 6.12(b) shall not apply to any Oil and Gas Properties as to which the Administrative Agent shall determine in its reasonable discretion, deliver after consultation with the Parent or the Borrower, that the costs and burden of obtaining such evidence of title are excessive in relation to the Collateral Agent, organizational documents, resolutions and a signed copy value of one or more customary opinions, addressed the benefits afforded thereby.
(c) Notwithstanding anything to the Collateral contrary in this Section 6.12, the “Collateral” shall not include any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of “Mortgaged Property” and no Building or Manufactured (Mobile) Home shall be encumbered by any Mortgage, other than the Borrower’s CO2 Gas Processing Plant located in Carbon County, Wyoming, unless (i) the Borrower, the Administrative Agent and the other NoteholdersRequired Lenders otherwise agree in writing, of counsel for (ii) the Collateral Agent reasonably acceptable Lenders have been afforded not less than 45 days to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) conduct any necessary diligence with respect to any real propertyflood hazard area determinations and other compliance analysis and (iii) if the applicable property is determined to be located in a special flood hazard area, take such actions as each Lender is reasonably satisfied that the Collateral Agent may request in connection Borrower has complied, or has caused the applicable Restricted Subsidiary to comply, with the pledge of applicable Flood Insurance Regulations (including, if applicable, obtaining flood insurance from such real property providers, on such terms and in such amounts as required by the Flood Insurance Regulations).
(d) Notwithstanding anything to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens ofcontrary contained herein, the Security DocumentsPublic Parent shall only be required to pledge its Equity Interests in any Intermediate Parent owned directly by the Public Parent (or Parent, if Public Parent directly owns any Equity Interest in Parent), and each Intermediate Parent shall only be required to pledge its Equity Interests in the Parent (if such Intermediate Parent directly owns any Equity Interest in Parent) or any other Person owned by such Intermediate Parent that indirectly owns an Equity Interest in the Parent.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (a) the formation or acquisition of any new Subsidiary direct or indirect Domestic Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (b) the acquisition of any property by the Company or any assets with a book value or fair market value in excess of its Subsidiaries (other than the acquisition $1,000,000 by any Excluded Subsidiary Loan Party or the construction of any facility with a leasehold interest book value or fair market value in real estate located in the jurisdiction excess of $1,000,000 by any Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Domestic Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and in substantially the form of Exhibit F, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Loan Documents;
(ii) within 30 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Domestic Subsidiaries in detail reasonably satisfactory to the Administrative Agent;
(iii) within 15 days after such formation or acquisition or substantial completion of any such property or any request therefor by the Collateral Agent (or such longer periodconstruction, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Domestic Subsidiary and each direct and indirect parent of such Domestic Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Administrative Agent one or more mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to each Co-Lead Arranger and the Collateral Administrative Agent, securing payment of all the Obligations of the applicable Loan Party, such Domestic Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or property,properties; provided that no Loan Party shall be required to deliver collateral documents for any leasehold interest in any real property if the annual rental payments (calculated using applicable market rates) for such leasehold interest are less than $1,500,000;
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Domestic Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,; provided that no Loan Party shall be required to deliver collateral documents for any leasehold interest in any real property if the annual rental payments (calculated using applicable market rates) for such leasehold interest are less than $1,500,000;
(ivv) within 30 60 days after the request of the Collateral Agent, such formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Administrative Agent, organizational documentsupon the request of any Co-Lead Arranger or the Administrative Agent in their sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral each Co-Lead Arranger, the Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to each Co-Lead Arranger and the Collateral Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as any Co-Lead Arranger or the Collateral Administrative Agent may reasonably request,;
(vvi) as promptly as practicable after such formation or acquisition, deliver, upon the request of any Co-Lead Arranger or the Administrative Agent in their sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such request, formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to each Co-Lead Arranger and the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions items shall, promptly after the receipt thereof, be delivered to the Administrative Agent;
(vii) upon the occurrence and during the continuance of a Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of the Guarantors from any of their Subsidiaries from time to time into a collateral account maintained with the Administrative Agent, and with respect to all other dividends paid or payable to it or any of the Guarantors from time to time, promptly execute and deliver, or cause such Guarantor to promptly execute and deliver, as the Collateral case may be, any and all further instruments and take or cause such Subsidiary to take, as the case may be, all such other action as the Administrative Agent may request deem necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property to the Collateral Agent for the benefit of the Noteholders dividend is paid or payable a perfected, first priority lien on and the Collateral Agent, security interest in such dividends; and
(viviii) 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 Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new Subsidiaries by any Loan Party (provided that any Excluded Subsidiary by ceasing to be an Excluded Subsidiary but remaining a Subsidiary shall be deemed to constitute the Company or any acquisition of its Subsidiariesa Subsidiary for all purposes of this Section 6.12), and upon the acquisition of any property by the Company or any of its Subsidiaries (other than Excluded Assets (as defined in the acquisition Security Agreement)) by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization)Loan Party, which property, in the reasonable judgment of the Collateral AgentLender, is not already subject to a perfected lien Lien in favor of the Collateral Agent Lender for the benefit of the Secured Parties (and where such a perfected Lien would be required in accordance with the terms of the Collateral Agent and the NoteholdersDocuments), the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
: (i) in connection with such the formation or acquisition of a Subsidiary, within 30 fifteen (15) days after such formation or acquisition (or such longer period as the Collateral Agent Lender may agree in its reasonable sole discretion), (A) cause each such Subsidiary (other than that is not an Excluded Subsidiary) Subsidiary to duly execute and deliver to the Collateral Agent Lender a supplement to the Guaranty, substantially in the form of Annex B thereto or a guaranty or a guaranty supplement, supplement in such other form and substance reasonably satisfactory to the Collateral AgentLender, Guaranteeing guaranteeing the Obligations and a joinder or supplement to Borrower’s obligations under the applicable Security Loan Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock Designated Pledged Interests of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by the Designated Pledged Debt (if any) of such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral AgentLender, together with, if requested by the Collateral AgentLender, supplements to the Guarantee and Collateral Agreement,
Security Agreement substantially in the form of Annex A thereto or pledge or security agreement in such other form reasonably satisfactory to the Lender, (ii) in connection with the formation or acquisition of a Subsidiary, within 30 fifteen (15) days after such formation or acquisition (or such longer period as the Lender may agree in its sole discretion), furnish to the Lender a description of any the owned real and personal properties of each such property Subsidiary and their respective Subsidiaries (other than Excluded Subsidiaries) in detail reasonably satisfactory to the Lender, (iii) within fifteen (15) days after such formation or acquisition or any request therefor by the Collateral Agent Lender (or such longer period, period as the Collateral Agent Lender may agree in its reasonable sole discretion) duly execute and deliver, and cause each such Subsidiary that is not an Excluded Subsidiary to duly execute and deliver, to the Collateral Agent Lender one or more Mortgages, supplements to the Security Documents Agreement (in the form of Annex A thereto or such other form reasonably satisfactory to the Lender), IP Security Agreement Supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentLender (consistent with the Security Agreement, IP Security Agreement and Mortgages), securing payment of all the Obligations of the applicable Loan Party or such Subsidiary, as the case may be, under the Loan Documents and establishing liens Liens on all such properties or propertyproperties,
(iiib) within 30 days after such requestThe foregoing shall, formation or acquisitionin each case, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security DocumentsPerfection Exceptions.
(c) Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document and without limiting Article VII, enforceable against all third parties no Subsidiary
(d) Notwithstanding any provision of this Section 6.12 or Section 6.14 to the contrary, delivery of possessory Collateral to the ABL Administrative Agent in accordance with their terms,
(iv) within 30 days after the request of the ABL Intercreditor Agreement shall satisfy any requirement hereunder to deliver such possessory Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security DocumentsLender.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect Material Subsidiary organized under the laws of the United States by any Grantor or (y) any direct or indirect Subsidiary of the Company Borrower organized under the laws of the United States that is not a Grantor becoming a Material Subsidiary (measured at the end of each fiscal quarter of the Borrower) or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Grantor, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien security interest in favor of the Collateral Agent for the benefit of the Collateral Agent Lenders (and the Noteholders, the Company shall, at the Company’s expense, notify the Collateral Agent and is entitled to a perfected security interest in such property pursuant to the Noteholders thereof and:terms hereof), then the Borrower shall, in each case at the Borrower’s expense: Table of Contents
(i) in connection with such formation (x) or acquisition of a Subsidiary(y) above, within 30 10 days after such formation or acquisition or such longer period as acquisition, in the Collateral Agent may agree case of (x) and within 30 days of the end of the relevant fiscal quarter, in its reasonable discretionthe case of (y), (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent (1) a guaranty or guaranty supplementGuaranty Supplement, in the form and substance reasonably satisfactory to of Exhibit B hereto, guaranteeing the Collateral Agent, Guaranteeing other Grantors’ obligations under the Obligations and a joinder or supplement to the applicable Security Loan Documents and (B2) (if not already so delivered) deliver certificates representing a Security Agreement Supplement, in the Voting Stock form of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Exhibit A hereto; and
(ii) within 30 15 days after such formation or acquisition acquisition, in the case of any such property or any request therefor by (x) and within 30 days of the Collateral Agent end of the relevant fiscal quarter, in the case of (or such longer periody), as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, deliver such agreements and take such other actions (or cause each such Subsidiary Subsidiaries to duly execute and deliverdeliver such agreements and take such other actions) as may be reasonably necessary or advisable, in the opinion of the Majority Lenders to vest in the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens Liens on the properties purported to be subject to the Security Documentssecurity documents delivered pursuant to this Section 10(f), enforceable against securing payment of all third parties in accordance with their terms,
(iv) within 30 days after the request Obligations of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documentsapplicable Grantor.
Appears in 1 contract
Samples: Guaranty and Security Agreement (Pac-West Telecomm Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries Loan Party (other than any Avoidance Action or proceeds thereof, except as authorized pursuant to the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organizationFinal Order), which property, in the reasonable judgment of the Collateral AgentBackstop DIP Lenders, is shall not already be subject to a perfected lien security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and Secured Parties, with the Noteholderspriority specified in the Orders, the Company then, subject to Section 6.13(b), each Loan Party shall, in each case at the Companysuch Loan Party’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as the Collateral Agent Backstop DIP Lenders may agree in its their reasonable discretion), (A) cause each such Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Parties’ Obligations,
(ii) within 30 10 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodperiod as the Backstop DIP Lenders may agree in their reasonable discretion) such formation or acquisition, as furnish to the Collateral Agent a description of the real properties and personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or the real properties and personal properties so acquired, in each case in detail reasonably satisfactory to the Administrative Agent and the Backstop DIP Lenders,
(iii) within 30 days after (or such longer period as the Backstop DIP Lenders may agree in its their reasonable discretion) (x) acquisition of property by any Loan Party, duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more supplements such additional pledges, assignments, security agreement supplements, and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Documents Agreement Supplement, shall be effected in such manner), as specified by by, and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent and the Backstop DIP Lenders, securing payment of all the Obligations of such Loan Party and establishing liens constituting Liens on all such properties and (y) such formation or propertyacquisition of any new Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, duly execute and deliver and cause such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Agent pledges, assignments, security agreement supplements, and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through 203328685 v17 the execution of a Security Agreement Supplement, shall be effected in such manner) as specified by, and in form and substance reasonably satisfactory to, the Administrative Agent and the Backstop DIP Lenders, securing payment of all of the Obligations of such Subsidiary or Loan Party, respectively,
(iiiiv) within 30 days (or such longer period as the Backstop DIP Lenders may agree in their reasonable discretion) after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company each Loan Party and each of its Subsidiaries newly acquired or newly formed Subsidiary that is required to takebecome a Guarantor under the Collateral and Guarantee Requirement to take or cause to be taken, whatever action, action may be necessary or advisable in the filing reasonable opinion of UCC financing statements, the Backstop DIP Lenders to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentspledges, assignments, security agreement supplements, and security agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms,
(ivv) solely in the case of formation or acquisition of a new direct or indirect Subsidiary pursuant to clause (x) above, within 30 days after the request of the Collateral Agent, (or such longer period as the Collateral Agent Backstop DIP Lenders may agree in its their reasonable discretion) after such formation or acquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Backstop DIP Lenders in their reasonable discretion, resolutions and a signed copy of one or more a favorable opinion in customary opinionsform, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent Backstop DIP Lenders as to (1) the matters contained in clauses (i) and (iii)(y) above, such guaranties, guaranty supplements, pledges, assignments, security agreement supplements, and security agreements being legal, valid and binding obligations of such new Subsidiary thereto enforceable in accordance with their terms, (2) the matters contained in clause (iv) above, such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (3) such matters of corporate formalities as the Backstop DIP Lenders may request and such other matters as the Collateral Agent Backstop DIP Lenders may reasonably request,
(vvi) with respect promptly within 30 days (or such longer period as the Backstop DIP Lenders may agree in their reasonable discretion) after (A) the acquisition of any real property by any Loan Party, or (B) the formation or acquisition of any Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, which Subsidiary holds any real property, take if such actions as 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 may request in connection with and the pledge of Backstop DIP Lenders and promptly thereafter shall cause such real property to be subjected to a Lien to the extent required by the Collateral Agent for the benefit of the Noteholders and Guarantee Requirement, and otherwise satisfy the Collateral Agentand Guarantee Requirement with respect to such real property, and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Backstop DIP Lenders to grant and perfect or record such Lien; and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Agent in its reasonable judgment Backstop DIP Lenders may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, 203328685 v17 such guaranties, guaranty supplements, pledges, assignments, security agreement supplements, and security agreements.
(b) The Interim Order shall be sufficient and conclusive evidence of the Security Documentsvalidity, perfection and priority of the security interests securing the Obligations without the necessity of filing or recording any financing statement, deed of trust, mortgage, assignment or other instrument or document which may otherwise be required under the law of any jurisdiction or the taking of any other action (including, for the avoidance of doubt, entering into any deposit account control agreement or securities account control agreements) to validate or perfect the security interests or to entitle the security interests to the priorities granted herein. Upon the exercise by the Collateral Agent or Administrative Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority, the Loan Parties shall execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent, Collateral Agent or Backstop DIP Lender may reasonably require. Further, each Loan Party shall cure promptly any material defects in the creation and issuance of the Notes and the execution and delivery of the Collateral Documents and this Agreement. Within 30 days after a request by the Administrative Agent or the Lenders to cure any title defects or exceptions which are not Permitted Liens, the Loan Parties shall cure such title defects and/or remove such exceptions.
Appears in 1 contract
Samples: Senior Secured Debtor in Possession Credit Agreement (Geokinetics Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) --------------------------------------------------- the request of the Administrative Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new direct or indirect Material Domestic Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, in each case at the Company’s Borrower's expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Material Domestic Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Material Domestic Subsidiary, and cause each direct and indirect parent of such Material Domestic Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties' obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 days after such request, formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Material Domestic Subsidiary and each direct and indirect parent of such Material Domestic Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Administrative Agent one mortgages, pledges, assignments, security agreements or more supplements to the Security Documents security agreement supplements, as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyproperties,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Material Domestic Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreements and security agreement supplements delivered pursuant to this Section 5.01(i), enforceable against all third parties in accordance with their terms,
(iv) within 30 60 days after such request, formation or acquisition, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion (in form and substance reasonably satisfactory to the Administrative Agent), addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreements and security agreement supplements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (iii) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Administrative Agent may reasonably request,
(v) as promptly as practicable after such request, formation or acquisition, deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such request, formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, PROVIDED, HOWEVER, that to the extent that any Loan Party or any of its Material Domestic Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(vi) upon the occurrence and during the continuance of an Event of Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Cash Collateral Account, and with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the Collateral case may be, any and all further instruments and take or cause such Subsidiary to take, as the case may be, all such other action as the Administrative Agent may request deem necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agentdividend is paid or payable a perfected, first priority Lien on such dividends, and
(vivii) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other reasonable action as the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, mortgages, pledges, assignments and security agreements, PROVIDED, HOWEVER, neither the Security Documents.Borrower nor any of its Subsidiaries shall be required to grant Liens on any Principal Property, the Equity Interests of a Restricted Subsidiary or any Debt of or issued by a Restricted Subsidiary,
Appears in 1 contract
Samples: Credit Agreement (Levi Strauss & Co)
Covenant to Guarantee Obligations and Give Security. (a) Upon (w) the formation or acquisition of any new direct or indirect Subsidiary (other than an Immaterial Subsidiary, an Unrestricted Subsidiary or an Excluded Subsidiary) by the Company Borrower or a Guarantor or upon any Subsidiary ceasing to be an Excluded Subsidiary, (x) the designation in accordance with Section 6.14 of its Subsidiariesany existing direct or indirect Unrestricted Subsidiary as a Restricted Subsidiary (other than an Excluded Subsidiary), and upon (y) any Restricted Subsidiary that is not a Guarantor guaranteeing any Junior Financing, or (z) the acquisition of any property by the Company or any of its Subsidiaries (other than any Material Real Property, which shall be subject to the acquisition requirements of Section 6.13(b)) by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, if such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as the Collateral Agent may agree in its reasonable sole discretion) after such formation or acquisition, (A) cause each such Restricted Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Agent may agree in its reasonable sole discretion) duly execute and deliverafter such formation or acquisition, and furnish to the Collateral Agent a description of the personal properties of such Restricted Subsidiary, in detail reasonably satisfactory to the Collateral Agent,
(iii) within 30 days (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, cause each such Restricted Subsidiary to duly execute and deliver, deliver to the Collateral Agent one or more supplements to the Security Documents Agreement Supplements, Intellectual Property Security Agreement Supplements and other Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAgent (including delivery of all Pledged Securities in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Restricted Subsidiary under the Loan Documents and establishing liens constituting Liens on all such properties or property,
(iii) within 30 days after such requestpersonal properties, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security Documents, enforceable against all third parties in accordance with their terms,and
(iv) within 30 days after the request of the Collateral Agent, (or such longer period as the Collateral Agent may agree in its sole discretion) after such formation or acquisition, cause such Restricted Subsidiary to take whatever action may be necessary in the reasonable discretionopinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Agreement Supplements, deliver Intellectual Property Security Agreement Supplements and other Collateral Documents delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms. At any time upon the reasonable request of the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the such guaranties, Security Agreement Supplements, Intellectual Property Security Agreement Supplements and other Collateral Documents.
Appears in 1 contract
Samples: Credit Agreement (SoulCycle Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral AgentTrustee, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent Trustee for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company then each Loan Party shall, in each case at the Companysuch Loan Party’s expense, notify the Collateral Agent and the Noteholders thereof and:
(ia) in connection with such the formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition (or such longer period as the Collateral Agent Trustee may agree in its reasonable discretion), (A) cause each such Subsidiary that is required to be a Guarantor pursuant to the Collateral and Guarantee Requirement, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent Trustee a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral AgentTrustee, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(iib) within 30 10 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Agent Trustee may agree in its reasonable discretion) such formation or acquisition, furnish to the Collateral Trustee a description of the real properties and personal properties of such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement or the real properties and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Trustee,
(c) within 30 days after (or such longer period as the Collateral Trustee may agree in its reasonable discretion) (i) acquisition of property by any Loan Party, duly execute and deliver, and cause each such Subsidiary Loan Party to duly execute and deliver, to the Collateral Agent one or more Trustee such additional pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Documents Agreement Supplement or Intellectual Security Agreement Supplement (each as defined in the Security Agreement), shall be effected in such manner), as specified by by, and in form and substance reasonably satisfactory to the Collateral AgentTrustee, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such properties and (ii) such formation or propertyacquisition of any new Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement, duly execute and deliver and cause such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Collateral Trustee Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements (which, to the extent applicable and if relating to the type of Collateral the granting of a security interest in which can be effected through the execution of a Security Agreement Supplement or Intellectual Security Agreement Supplement shall be effected in such manner) as specified by, and in form and substance reasonably satisfactory to, the Collateral Trustee, securing payment of all of the obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents,
(iiid) within 30 days after such request, formation or acquisition, (or such longer period, period as the Collateral Agent Trustee may agree in its reasonable discretion) after such formation or acquisition, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company each Loan Party and each of its Subsidiaries newly acquired or newly formed Subsidiary that is required to takebecome a Guarantor under the Collateral and Guarantee Requirement to take or cause to be taken, whatever actionaction (including, without limitation, the recording of Mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Collateral Trustee to vest in the Collateral Trustee (or in any representative of the Collateral Trustee designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security DocumentsMortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms,
(ive) within 30 days after the request of the Collateral Agent, (or such longer period as the Collateral Agent Trustee may agree in its reasonable discretion) after such formation or acquisition, deliver to the Collateral AgentTrustee, organizational documentsupon the request of the Collateral Trustee in its reasonable discretion, resolutions and a signed copy of one or more a favorable opinion in customary opinionsform, addressed to the Collateral Agent Trustee and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent Trustee as to (1) the matters contained in clauses (a), (c) and (d) above, (2) such guaranties, guaranty supplements, Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (d) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) matters of corporate formalities as the Collateral Trustee may request and such other matters as the Collateral Agent Trustee may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vif) at any time and from time to time, promptly execute and deliver deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to execute and deliver, any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to take, all such other action as the Collateral Agent in its reasonable judgment Trustee may deem reasonably necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, such guaranties, Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements, and
(i) the Security DocumentsBorrower shall provide the security interests and Guarantees set forth on Schedule 1 on or prior to the dates corresponding to such security interests and Guarantees set forth on Schedule 1; and
(ii) after the Closing Date, promptly within sixty (60) days after the acquisition of any real property by any Loan Party, if such 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 real property to be subjected to a Lien to the extent required by the Collateral and Guarantee Requirement, and otherwise satisfy the Collateral and Guarantee Requirement with respect to such real property, 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 Trustee to grant and perfect or record such Lien.
(iii) In the case of any Collateral Access Lease entered into after the Closing Date, comply with the requirements set forth in Section 6.19 with respect to such lease during a period of sixty (60) days following the date of effectiveness of such lease.
Appears in 1 contract
Samples: Credit Agreement (Geokinetics Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the request of the Administrative Agent following the occurrence and during the continuance of a Specified Default or (y) the delivery of the report (the “Report”) required to be delivered pursuant to Section 6.02(i) indicating the formation or acquisition of any new Subsidiary direct or indirect Domestic Subsidiaries by the Company any Loan Party (and as may be required in order to comply with Section 7.11) or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Administrative Agent, is shall not already be subject to a perfected lien first priority security interest subject to Specified Statutory Liens in favor of the Collateral Administrative Agent for the benefit of the Secured Parties, unless expressly excluded from being required to be the subject of such security interest by the terms of this Agreement or the terms of the Collateral Agent and Documents, then the Noteholders, the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Domestic Subsidiary, within 30 days 10 Business Days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretiondelivery of the Report, (A) cause each such Domestic Subsidiary, and cause each direct and indirect parent of such Domestic Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 days 5 Business Days after such formation request or acquisition after the delivery of any the Report, furnish to the Administrative Agent a description of the owned real properties having a purchase price (or in the case of a Specified Default, fair market value) of $10,000,000 or more and, in the case of a Specified Default, other properties of the Loan Parties and their respective Subsidiaries so acquired or upon which the Administrative Agent does not have a valid, first priority, perfected Lien, unless expressly excluded from being required to be the subject of such property or any request therefor security interest by the Collateral Agent (terms of this Agreement or such longer period, as the terms of the Collateral Agent may agree Documents, in its reasonable discretioneach case in detail reasonably satisfactory to the Administrative Agent,
(iii) within 10 Business Days after such request or after the delivery of the Report, duly execute and deliver, and cause each such Domestic Subsidiary and each direct and indirect parent of such Domestic Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Administrative Agent one or more supplements mortgages, deeds of trust, trust deeds, deeds to the receive debt, pledges, assignments, Security Documents Agreement Supplements, IP Security Agreement Supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Equity in and of such Domestic Subsidiary, and other instruments of the type specified in Section 4.01(b)(iii)), securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyproperties, except during the continuation of a Specified Default, only to the same extent that is required in the Collateral Documents,
(iiiiv) within 30 days 10 Business Days after such request, formation request or acquisition, or such longer period, as after the Collateral Agent may agree in its reasonable discretiondelivery of the Report, take, and cause such Domestic Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges, assignments, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, except during the continuation of a Specified Default, only to the same extent that is required in the Collateral Documents,
(ivv) within 30 days 10 Business Days after such request or after the delivery of the Report, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Collateral Administrative Agent may reasonably request,
(vvi) as promptly as practicable after such request or after the delivery of the Report, deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to each parcel of real property acquired for $10,000,000 or more (except that no minimum amount shall apply in the case of a Specified Default) owned by the entity that is the subject of such request, formation or acquisition title policies, surveys and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Administrative Agent, and
(vivii) 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 actions as required by the Security Agreement and at any time and from time to time as the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the such guaranties, mortgages, deeds of trust, trust deeds, deeds to receive debt, pledges, assignments, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security agreements.
(b) Any Subsidiary or Excluded Joint Venture that is not a Guarantor that becomes a guarantor with respect to any Material Debt of any Loan Party shall comply with Section 6.12(a) as if it were a newly formed Domestic Subsidiary of a Loan Party.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Loan Party or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition Subject Property by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and such Excluded Subsidiary’s organization), which propertySubject Property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and Secured Parties, then the Noteholders, the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 10 days after such request, formation or acquisition of any such property or any request therefor by acquisition, furnish to the Collateral Agent (or such longer period, as a description of the personal properties of the Loan Parties and their respective Subsidiaries constituting Subject Property in detail satisfactory to the Collateral Agent may agree in its reasonable discretionAgent,
(iii) within 15 days after such request, formation or acquisition, duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, to the Collateral Agent one or more pledges, assignments, security agreement supplements to the Security Documents and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertywhich constitute Subject Property,
(iiiiv) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including, without limitation, the filing of UCC Uniform Commercial Code financing statements, and the giving of notices) may be necessary or advisable in the opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties Subject Property purported to be subject to the Security Documentspledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j), enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documentsupon the request of the Collateral Agent in its sole discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, guaranty supplements, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such Subject Property, and as to such other matters as the Collateral Agent may reasonably request,
(vvi) upon the occurrence and during the continuance of a Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Collateral Account, and with respect to all other dividends paid or payable to it or any real propertyof its Subsidiaries from time to time, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such actions Subsidiary to take, as the case may be, all such other action as the Collateral Agent may request deem necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property to the Collateral Agent for the benefit of the Noteholders dividend is paid or payable a perfected, first priority lien on and the Collateral Agentsecurity interest in such dividends, and
(vivii) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, pledges, assignments, security agreement supplements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) In connection with each redetermination of the Borrowing Base, review the Engineering Report and the list of current Oil and Gas Properties to ascertain whether the Mortgaged Properties represent the Required Collateral after giving effect to exploration and production activities, acquisitions, dispositions and production, and in the event that the Mortgaged Properties do not represent the Required Collateral, then grant to the Collateral Agent, as security for the Obligations and Secured Swap Obligations, Liens on additional Oil and Gas Properties not already subject to a Lien of the Security Documents such that after giving effect thereto, the Mortgaged Properties will represent the Required Collateral.
(b) Upon the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shallLoan Party, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (Ai) cause each such Subsidiary (other than an Excluded Subsidiary) , to duly execute and deliver to Administrative Agent and Collateral Agent guaranties or guaranty supplements guaranteeing the other Loan Parties’ obligations under the Loan Documents and cause the parent of such Subsidiary (if it has not already done so), to grant to the Collateral Agent a guaranty or guaranty supplementas security for the Obligations and Secured Swap Obligations Liens on the Equity Interests of such Subsidiary, in each case in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent, (ii) cause such Subsidiary to grant to the Collateral Agent, Guaranteeing as security for the Obligations and a joinder or supplement Secured Swap Obligations, Liens on Properties of such Subsidiary, as specified by and in form and substance satisfactory to the applicable Security Documents Administrative Agent and Collateral Agent and (Biii) deliver certified copies of organizational documents of such Subsidiary and such other documents, certificates and legal opinions as shall reasonably be requested by Administrative Agent or a Collateral Agent.
(c) Upon the acquisition of any property by any Loan Party, if such property, in the judgment of Administrative Agent, shall not already so delivered) deliver certificates representing the Voting Stock be subject to a perfected first priority security interest in favor of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together withthen, at Borrower’s expense, immediately if requested by the Administrative Agent or a Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) otherwise within 30 days after such formation or acquisition (i) furnish to Administrative Agent a description of any such the property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree so acquired in its reasonable discretion) duly execute and deliverdetail satisfactory to Administrative Agent, and (ii) cause each such Subsidiary the applicable Loan Party to duly execute and deliver, grant to the Collateral Agent one or more supplements to Agent, as security for the Security Documents Obligations and Secured Swap Obligations, Liens on such Properties, as specified by and in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,.
(iiid) within 30 days after such request, formation or acquisition, or such longer period, as the In connection with any grant of Liens to Collateral Agent may agree in its reasonable discretionpursuant to this Section 6.12, take, and cause such Subsidiary (other than an Excluded Subsidiaryi) and take whatever action (including the Company and each recording of its Subsidiaries to take, whatever actionmortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of Administrative Agent or a Collateral Agent to vest in Collateral Agent valid and subsisting liens Liens on the properties purported to be subject to the Security Documentssuch property, enforceable against all third parties in accordance with their terms,parties, and (ii) execute and deliver such other additional documents and certificates and cause to be delivered such legal opinions as shall reasonably be requested by Administrative Agent or a Collateral Agent.
(ive) within 30 days after So long as no Event of Default has occurred and is continuing, the request of the obligation under Section 6.12(b) and (c) to grant Liens to Collateral Agent, insofar as it relates to Oil and Gas Properties, shall be limited to the Required Collateral. So long as no Event of Default has occurred and is continuing, notwithstanding anything to the contrary in any of the Loan Documents, neither Borrower nor any of its Subsidiaries shall be required to furnish account control agreements with respect to their respective bank accounts and/or securities accounts included in the Collateral.
(f) In the event that Borrower or any Subsidiary (other than a CFC or a Subsidiary owned directly by a CFC) becomes the owner of a CFC, pledge all the Equity Interests of such CFC owned by Borrower or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver Subsidiary (but not to the Collateral Agent, organizational documents, resolutions and a signed copy extent that the total Equity Interests of one such CFC pledged by Borrower or more customary opinions, addressed any Subsidiary hereunder or under any other Loan Document exceed 65% of the total outstanding voting power of such CFC) to the Collateral Agent and the other Noteholders(including, without limitation, delivery of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to original stock certificates evidencing such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge Equity Interests of such real property to CFC, together with appropriate stock powers for each certificate duly executed in blank by the Collateral Agent for the benefit of the Noteholders registered owner thereof) and the Collateral Agent, and
(vi) at any time and from time to time, promptly execute and deliver any and all further instruments and such other additional documents and take all certificates and cause to be delivered such other action legal opinions as the shall reasonably be requested by Administrative Agent or a Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security DocumentsAgent.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersBorrower, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 20 days after such formation or acquisition or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Restricted Subsidiary (other than an Excluded Subsidiaryif it qualifies to be a Guarantor) to duly execute and deliver to the Collateral Administrative Agent a guaranty joinder to the Guaranty, in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations,
(ii) within 20 days after such formation or guaranty supplementacquisition, cause each direct owner of the Equity Interests of such Restricted Subsidiary (if it has not already done so and if such Equity Interest qualifies to be Collateral) to duly execute and deliver to the Administrative Agent a supplement or joinder to the Pledge Agreement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each covering such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,Equity Interests; and
(iii) within 30 days after such request, formation or acquisition, or such longer perioddeliver to the Administrative Agent, as upon the Collateral request of the Administrative Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security Documents, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsfavorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Borrower or such other Pledgor reasonably acceptable to the Collateral Administrative Agent as to such matters as the Collateral Administrative Agent may reasonably request,.
(vb) In the event any Subsidiary that is an Excluded Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall promptly give the Administrative Agent notice thereof and, within 20 days thereafter and at its expense, shall cause such Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guaranty pursuant to Section 4.16 of the Guaranty, together with respect to any real propertysuch other documents, take such actions instruments, evidences and opinions in connection therewith as the Collateral Administrative Agent may request reasonably request.
(c) In the event that the Equity Interests of any Subsidiary that are excluded from the definition of Collateral cease to be so excluded, the Borrower shall promptly give the Administrative Agent notice thereof, and within 20 days thereafter and at its expense, shall cause such Equity Interests to become part of the Collateral by the execution and delivery by the appropriate Persons of a supplement to the Pledge Agreement pursuant to Section 7.22 of the Pledge Agreement, together with such other documents, instruments, evidences and opinions in connection with therewith as the pledge of such real property to the Collateral Administrative Agent for the benefit may reasonably request.
(d) At any time upon request of the Noteholders and the Collateral Administrative Agent, and
(vi) 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 Administrative Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the Security DocumentsGuaranty and the Pledge Agreement.
Appears in 1 contract
Samples: Credit Agreement (Universal American Financial Corp)
Covenant to Guarantee Obligations and Give Security. Upon (x) the request of the Agent following the occurrence and during the continuance of an Event of Default, (y) the formation or acquisition of any new Subsidiary direct or indirect Subsidiaries by the Company any Obligor or any of its Subsidiaries, and upon (z) the acquisition of any property by the Company or any of its Subsidiaries (other than any Granite Priority Collateral until the acquisition Granite Debt is paid in in full in cash or immediately available funds and all commitments, if any, to extend credit to the Borrower are terminated or have expired) by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Obligor, and such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersLenders, the Company shall, then in each case at the Company’s Obligors’ expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Subsidiary, within 30 thirty (30) days (or such later date as the Agent may agree in writing) after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Obligor’s obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementLoan Documents,
(ii) within 30 thirty (30) days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, later date as the Collateral Agent may agree in its reasonable discretionwriting) after (A) such request, furnish to the Agent a description of the real and personal properties of the Obligors and their respective Subsidiaries in detail reasonably satisfactory to the Agent and (B) such formation or acquisition, furnish to the Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Agent,
(iii) within thirty (30) days (or such later date as the Agent may agree in writing) after (A) such request or acquisition of property by any Obligor, duly execute and deliver, and cause each such Subsidiary Obligor to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Obligor under the Loan Documents and establishing liens constituting Liens on all such properties and (B) such formation or propertyacquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary and each Obligor acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Agent, securing payment of all of the obligations of such Subsidiary or Obligor, respectively, under the Loan Documents,
(iiiiv) within 30 thirty (30) days (or such later date as the Agent may agree in writing) after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company each Obligor and each of its Subsidiaries newly acquired or newly formed Subsidiary to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Agent to vest in the Agent (or in any representative of the Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.11, enforceable against all third parties in accordance with their terms,
(ivv) within 30 days after upon the request of the Collateral Agent, within thirty (30) days (or such longer period later date as the Collateral Agent may agree in its reasonable discretionwriting) of such acquisition, formation or request, deliver to the Collateral Agent, organizational documents, resolutions and Agent a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersLenders, of counsel for the Collateral Agent Obligors reasonably acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above and (2) such other customary matters as the Collateral Agent may reasonably request,;
(vvi) as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Agent in its sole discretion, to the Agent with respect to each parcel of real property owned or held by each Obligor and each newly acquired or newly formed Subsidiary, title reports, surveys and, to the extent available, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Agent, provided, however, that to the extent that any Obligor or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vivii) at any time and from time to time, promptly execute and deliver deliver, and cause each Obligor and each newly acquired or newly formed Subsidiary to execute and deliver, any and all further instruments and documents and take take, and cause each Obligor and each newly acquired or newly formed Subsidiary to take, all such other action as the Collateral Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect Guarantor Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon (y) the acquisition of any property by any Loan Party (subject to the Company or any of its Subsidiaries (other than applicable limitations set forth in the acquisition Security Agreement) that is intended to be subject to the Lien created by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, Documents but is not already subject to a perfected lien first priority security interest (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company Borrower shall, in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 45 days after such formation or acquisition or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretionGuarantor Subsidiary, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementcounterpart of the Subsidiary Guaranty, in form and substance reasonably satisfactory to guaranteeing the Collateral Agent, Guaranteeing other Loan Parties’ obligations under the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Loan Documents;
(ii) within 30 45 days after such formation or acquisition acquisition, furnish to the Administrative Agent a description of any Material Owned Real Property and Material Leased Real Property of such property Guarantor Subsidiary, in detail reasonably satisfactory to the Administrative Agent;
(iii) within 45 days after such formation or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and delivertake, and cause each such Guarantor Subsidiary to duly execute and delivertake, to the Collateral Agent one or more whatever action (including supplements to the Security Documents Agreement, supplements to the Intellectual Property Security Agreements and other security and pledge agreements, in all such cases, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Equity Interests and Pledged Debt in and of such Guarantor Subsidiary, and other instruments representing the Pledged Equity Interests in certificated form accompanied by undated stock powers executed in blank or the Pledged Debt indorsed in blank to the extent required by the Security Agreement), in all such cases to the same extent that such documents and instruments would have been required to have been delivered by Persons that were Guarantor Subsidiaries on the Amendment Effective Date, securing payment of all the Obligations and establishing liens on all of such properties or property,Guarantor Subsidiary under the Loan Documents;
(iiiiv) within 30 with respect to any Material Owned Real Property and Material Leased Real Property, upon the later to occur of (x) 60 days after such request, formation or acquisition, or such longer period, as acquisition and (y) delivery of the Collateral Agent may agree in its reasonable discretionCompliance Certificate required to be delivered pursuant to Section 6.02(b), take, and cause such Guarantor Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries or such parent to take, whatever actionaction (including the recording of mortgages, assignments, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported Material Owned Real Property and Material Leased Real Property, including delivery of each item set forth in Section 6.19 hereof (“Additional Mortgaged Property”);
(v) contemporaneously with the delivery of such Collateral Documents with respect to Additional Mortgaged Property required to be subject delivered to the Security DocumentsAdministrative Agent, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsan opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Agent Administrative Agent, as to the validity and enforceability of the agreements entered into pursuant to this Section 6.12 and as to such other related matters as the Collateral Administrative Agent may reasonably request,, within 60 days after such formation or acquisition; and
(vvi) within the later to occur of (x) 45 days after such formation or acquisition of Material Owned Real Property or of Material Leased Real Property and (y) delivery of the Compliance Certificate required to be delivered pursuant to Section 6.02(b), cause such Guarantor Subsidiary to provide, the Administrative Agent with respect a legal description of all Material Owned Real Property and Material Leased Real Property, as applicable, from which any As-Extracted Collateral (as defined in the Security Agreement) will be severed or to any real propertywhich As-Extracted Collateral (as defined in the Security Agreement) otherwise relates, take such actions as the Collateral Agent may request in connection together with the pledge 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 or mortgages under Section 9-502(b) or 9-502(c) of the UCC or any similar legal requirements.
(b) The time periods set forth in this Section 6.12 may be extended upon the request of the Borrower, if the Borrower and the Loan Parties are diligently pursuing same, in the reasonable discretion of the Administrative Agent. Any documentation delivered pursuant to this Section 6.12 shall constitute a Loan Document hereunder and any such document creating or purporting to create a Lien in favor of the Collateral Agent for the benefit of the Noteholders and Secured Parties shall constitute a Collateral Document hereunder.
(c) The foregoing requirements of Section 6.12(a) 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 not overridden by the UCC or with respect to the assets of any non-wholly owned subsidiary, the organizational documents of such non wholly owned subsidiary; provided that, at the request of the Collateral Agent, and
the Borrower shall use its commercially reasonable efforts to obtain the applicable consents to such pledge and security interest, (ii) payroll, tax and other trust accounts, (iii) motor vehicles and other assets subject to certificates of title, (iv) with respect to any interests in respect of a Foreign Subsidiary, liens or pledges in excess of 65% of the voting capital stock of any “first-tier” Foreign Subsidiary, (v) assets described in Section 2.2 of the Security Agreement, (vi) at the assets of or Equity Interest in any time Immaterial Subsidiary or any Unrestricted Subsidiary, (vii) those assets as to which the Administrative Agent and from time the Borrower reasonably determine that the cost of obtaining such security interest or perfection thereof are excessive in relation to timethe benefit to the Lenders of the security to be afforded thereby and (viii) assets to the extent a security interest in such assets would result in a material adverse tax consequence, promptly as reasonably determined by the Borrower in good faith.
(d) Notwithstanding anything to the contrary in this Section 6.12, with respect to any Material Leased Real Property required to be encumbered with a first priority Mortgage pursuant to with paragraphs (a)(v) or (a)(vii) of this Section 6.12, (i) the Borrower shall use commercially reasonable efforts to obtain (y) (1) a memorandum of lease in recordable form with respect to such leasehold interest, executed and acknowledged by the lessor of such leasehold interest, or (2) evidence that the applicable lease with respect to such leasehold interest or a memorandum thereof has been recorded in all places necessary, in the Administrative Agent’s reasonable judgment, to give constructive notice to third-party purchasers of such leasehold interest, and (z) any lessor consent or approval of such Mortgage as may be required pursuant to the terms of the applicable lease with respect to such leasehold interest; and (ii) if the Borrower shall fail to obtain the documents referred to in clauses (y) or (z) above with respect to any such leasehold interest, after using commercially reasonable efforts to do so, the Borrower shall have no further obligation to comply with paragraphs (a)(v) or (a)(vii) of this Section 6.12 with respect to the applicable Material Leased Real Property. As used in this Section 6.12(d), “commercially reasonable efforts” shall require the Borrower to commence the matter referred to with diligence and in a manner consistent with customary business practices, but shall not require that the Borrower commence litigation or expend any sums of money except such sums as may be required to compensate a lessor for reasonable expenses in reviewing the applicable documentation (including reasonable legal fees in connection with such review). The Borrower shall promptly, upon request, provide the Administrative Agent with a report in reasonable detail summarizing the commercially reasonable efforts undertaken to obtain the items referenced in this Section 6.12(d).
(e) Within 45 days of the consummation of the Qualified MLP IPO, the MLP shall, or the Borrower shall cause the MLP to, execute and deliver any to the Administrative Agent a guarantee in form and all further instruments and documents and take all such other action as substance reasonably satisfactory to the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining guaranteeing the full benefits of, or in perfecting and preserving Obligations of the liens of, the Security DocumentsBorrower hereunder on an unsecured basis.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new Material Subsidiary by any Loan Party as permitted by this Agreement, then the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 twenty (20) days after such formation or acquisition or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Material Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Lender a Guarantee and Collateral Agent a guaranty or guaranty supplementAgreement Joinder, in form and substance reasonably satisfactory including any supplements to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements schedules to the Guarantee and Collateral Agreement,Agreement contemplated thereby;
(ii) within 30 twenty (20) days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer periodacquisition, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, furnish to the Collateral Agent one or more supplements to Lender a description of the Security Documents as specified by real and personal properties of such Material Subsidiary, in form and substance reasonably detail satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,Lender; and
(iii) within 30 sixty (60) days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Material Subsidiary to take whatever action (other than an Excluded Subsidiary) and including the Company and each recording of its Subsidiaries Mortgages with respect to takeany Material Real Property, whatever actiondelivery of related Mortgaged Property Deliverables, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Lender to vest in the Lender valid and subsisting liens Liens on the properties purported to be subject to the Security DocumentsMortgages and Guarantee and Collateral Agreement Joinder delivered pursuant to this Section 5.12, enforceable against all third parties in accordance with their terms,.
(ivb) within 30 days after Upon the acquisition of any Material Real Property or material personal property by any Loan Party or otherwise upon written request of the Collateral AgentLender, or if such longer period as property, in the Collateral Agent may agree judgment of the Lender, shall not already be subject to a perfected first priority security interest in its reasonable discretionfavor of the Lender, deliver then the Borrower shall, at the Borrower’s expense:
(i) within ten (10) days after any acquisition, furnish to the Collateral Agent, organizational documents, resolutions and Lender a signed copy description of one or more customary opinions, addressed the property so acquired in detail satisfactory to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,Lender; and
(vii) within sixty (60) days after such acquisition or request, cause such Loan Party to take whatever action (including the recording of Mortgages with respect to any real propertyMaterial Real Property, take such actions delivery of related Mortgaged Property Deliverables, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit opinion of the Noteholders Lender to vest in the Lender valid and subsisting Liens on the Collateral Agentproperties purported to be subject thereto, andenforceable against all third parties in accordance with their terms.
(vic) at At any time and from time to timeupon request of the Lender, 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 Lender may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens of, Liens of the Security Collateral Documents.
(d) Notwithstanding the foregoing, any Material Subsidiary, Material Real Property or material personal property acquired or formed with the proceeds of a Borrower Equity Issuance, including, without limitation, warrants, shall not be subject to this Section 5.12.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon Subject to the Intercreditor Agreement, upon (v) the request of the Collateral Agent following the occurrence and during the continuance of an Event of Default, (w) the formation of any new direct or indirect Subsidiaries by any Note Party, (x) the acquisition of fee owned real property by a Note Party or any of its Subsidiaries with a value in excess of $500,000 (a “New Owned Property”), (y) the entry into a new lease of real property in which rentable square footage exceeds 10,000 square feet (a “New Collateral Access Lease”) or (z) the acquisition of any new Subsidiary personal property by the Company any Note Party or any of its Subsidiaries, and upon the acquisition of any such property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien second priority (subject only to the Lien of the First Lien Collateral Agent in favor of the holders of the First Lien Obligations and to Permitted Liens) security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the Company’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a SubsidiarySubsidiary that is not (x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC, within 30 10 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, (A) cause each such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Note Parties’ obligations under the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral AgreementNote Documents,
(ii) within 10 days after (A) such request furnish to the Collateral Agent a description of the real and personal properties of the Note Parties and their respective Subsidiaries in detail reasonably satisfactory to the Collateral Agent and (B) such formation or acquisition, furnish to the Collateral Agent a description of the real and personal properties of such Subsidiary or the real and personal properties so acquired, in each case in detail reasonably satisfactory to the Collateral Agent,
(iii) within 30 days after (A) such formation request or acquisition of property by any such property Note Party or any request therefor by the Collateral Agent (or such longer periodof its Subsidiaries, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary of such Note Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages (with respect to fee owned real property), pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance reasonably satisfactory to, the Collateral Agent, securing (subject to the Security Intercreditor Agreement) payment of all the Obligations of such Note Party under the Note Documents and constituting Liens on all such properties and (B) such formation or acquisition of any new Subsidiary, duly execute and deliver and cause each Subsidiary to duly execute and deliver to the Collateral Agent mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Collateral Agent, securing (subject to the Intercreditor Agreement) payment of all of the Obligations of such Subsidiary under the Note Documents; provided that (A) the stock of any Subsidiary held by a CFC shall not be pledged and establishing liens on all (B) if such properties or propertynew property is Equity Interests in a CFC, only 66% of such Equity Interests shall be pledged in favor of the Secured Parties,
(iiiiv) notwithstanding anything to the contrary contained in this Section 4.01(i), (x) in connection with the acquisition of a New Owned Property, (A) within 10 days after such acquisition, furnish to the Administrative Agent a description, in detail reasonably satisfactory to the Administrative Agent, of such New Owned Property and (B) within 45 days after such acquisition, furnish to the Administrative Agent (1) each of the items set forth in Sections 4.01(p)(ii)(A), (ii)(B), (ii)(C), (ii)(D) and (ii)(F), mutatis mutandis, in each case in respect of such New Owned Property and (2) such other approvals, opinions or documents as the Administrative Agent may reasonably request, and (y) in connection with the entry into a New Collateral Access Lease, (A) within 10 days after entry into such New Collateral Access Lease, furnish to the Administrative Agent a description, in detail reasonably satisfactory to the Administrative Agent, of such lease and (B) within 45 days after entry into a New Collateral Access Lease, furnish to the Administrative Agent (1) a Collateral Access Agreement to the extent set forth in Section 4.01(p)(i), mutatis mutandis, in respect of such New Collateral Access Lease and (2) such other approvals, opinions or documents as the Administrative Agent may reasonably request,
(v) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such each Note Party and each newly acquired or newly formed Subsidiary (other than an Excluded Subsidiaryany Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 4.01(i), enforceable against all third parties in accordance with their terms,
(ivvi) within 30 60 days after the request of the Collateral Agentsuch request, formation or such longer period as the Collateral Agent may agree in its reasonable discretionacquisition, deliver to the Collateral Agent, organizational documents, resolutions and Agent a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Note Parties reasonably acceptable to the Collateral Agent as to (1) the legal matters contained in Sections 4.01(i)(i), (iii), (iv) and (v) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements being legal, valid and binding obligations of each Note Party party thereto enforceable in accordance with their terms, as to the matters contained in Section 4.01(i)(v) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties and (4) such other matters as the Collateral Agent may reasonably request,
(vvii) as promptly as practicable after such request, formation or acquisition, deliver to the Collateral Agent with respect to each parcel of real property owned by any Note Party or any of its Subsidiaries and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Collateral Agent, provided, however, that to the extent that any Note Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent,
(viii) upon the occurrence and during the continuance of an Event of Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Collateral Account, and with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such actions Subsidiary to take, as the case may be, all such other action as the Collateral Agent may request reasonably deem necessary or desirable in connection with order to obtain and maintain from and after the pledge of time such real property dividend is paid or payable a perfected, second priority (subject only to the Lien of the First Lien Collateral Agent for the benefit in favor of the Noteholders holders of the First Lien Obligations) lien on and the Collateral Agentsecurity interest in such dividends, and
(viix) at any time and from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Note Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) any and all further instruments and documents and take take, and cause each Note Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, all such other action as the Collateral Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving (subject to the liens Intercreditor Agreement) the Liens of, the Security Documentssuch guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 1 contract
Samples: Second Lien Senior Secured Note Agreement (Triple Crown Media, Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new Significant Subsidiary by the Company any Loan Party or any of its Subsidiaries, and upon Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary or (y) the acquisition of any Material Real Property or material personal property by the Company any Loan Party, and such Material Real Property or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which material personal property, in the reasonable judgment of the Collateral Agent, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such the formation or acquisition of a Significant Subsidiary or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, within 30 days after such formation or acquisition or event, as such longer time period as may be extended in the Collateral Agent may agree in its Administrative Agent’s reasonable discretion, (A) cause each such Significant Subsidiary, and cause each direct and indirect parent of such Significant Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Loan Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary furnish to the Company Collateral Agent a description of the Material Real Property and the material personal properties of such Significant Subsidiary or any of its Subsidiaries indorsed the Material Real Property and material personal properties so acquired, in blank each case in detail satisfactory to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 60 days after (A) such formation or acquisition of any such Material Real Property or material personal property or by any request therefor by the Collateral Agent Loan Party (or such longer periodexcluding Excluded Property), as such time period may be extended in the Collateral Agent may agree in its Administrative Agent’s reasonable discretion) , duly execute and deliver, and cause each such Subsidiary the applicable Loan Party to duly execute and deliver, to the Collateral Agent one or more such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Documents and other security agreements as specified by reasonably requested by, and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and establishing liens constituting Liens on all such Material Real Property and material personal properties or property,
and (iiiB) within 30 days after such request, formation or acquisition, acquisition of any new Significant Subsidiary or such longer periodany Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, as such time period may be extended in the Administrative Agent’s reasonable discretion, cause such Significant Subsidiary to duly execute and deliver to the Collateral Agent may agree mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as reasonably requested by, and in its reasonable discretionform and substance satisfactory to the Collateral Agent, takesecuring payment of all of the obligations of such Significant Subsidiary under the Loan Documents, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company applicable Loan Party and each such Significant Subsidiary to take whatever action may be reasonably necessary or advisable in the opinion of its Subsidiaries the Collateral Agent to take, whatever action, vest in the filing Collateral Agent (or in any representative of UCC financing statements, the Collateral Agent designated by it) valid and subsisting liens Liens on the Material Real Property and material personal properties purported to be subject to the Security Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 5.01(h), enforceable against all third parties in accordance with their terms,
(iviii) within 30 60 days after such formation or acquisition or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, as such time period may be extended in the request of the Collateral Administrative Agent, or such longer period as the Collateral Agent may agree in its ’s reasonable discretion, deliver to the Collateral Agent, organizational documentsupon the reasonable request of the Collateral Agent, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i) and (ii) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, (3) any recordings, filings, notices, endorsements and other actions taken pursuant thereto being sufficient to create valid perfected Liens on such properties, as to matters of corporate formalities as Collateral Agent may request, and (4) such other matters as the Collateral Agent may reasonably request,
(viv) with respect to as promptly as practicable upon request after any real propertysuch event, take such actions as deliver, upon the Collateral Agent may written request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary credit judgment, to the Collateral Agent with respect to each newly acquired parcel of Material Real Property, any newly acquired or desirable newly formed Significant Subsidiary or any Domestic Restricted Subsidiary otherwise becoming a Significant Subsidiary, title insurance, land surveys and existing engineering, soils and environmental assessment reports, each in obtaining scope, form and substance reasonably satisfactory to the full benefits ofCollateral Agent, provided, however, that to the extent that any Loan Party or in perfecting and preserving any of its Significant Subsidiaries shall have otherwise received any of the liens offoregoing items with respect to such Material Real Property, such items shall, promptly after the Security Documents.receipt thereof, be delivered to the Collateral Agent, and
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary by after the Closing Date (other than any CFC, CFC Holding Company or any of its Subsidiaries, and upon the acquisition of any property by the Company direct or any of its Subsidiaries (other than the acquisition by any Excluded indirect Subsidiary of a leasehold interest in real estate located in CFC) by any Credit Party, then the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Credit Parties shall, at the Company’s Credit Parties’ expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days fifteen (15) Business Days after such formation or acquisition or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretionRestricted Subsidiary, (A) and cause each direct and indirect parent of such Subsidiary (other than if it has not already done so and is not an Excluded Subsidiary), to duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within fifteen (15) Business Days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) Business Days after such formation or acquisition, cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementSecurity Documents, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment of all the Obligations of such Restricted Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyreal and personal properties,
(iiiiv) within 30 days fifteen (15) Business Days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (other than an Excluded Subsidiaryif it has not already done so) and to take whatever action (including the Company and each recording of its Subsidiaries to take, whatever actionMortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable 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 Liens on the properties purported to be subject to the Security DocumentsDocuments delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(ivv) within 30 days fifteen (15) Business Days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Credit Parties reasonably acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,, and
(vvi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the entity that is the subject of such formation or acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Restricted Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, take such actions as items shall, promptly after the Collateral Agent may request in connection with the pledge of such real property receipt thereof, be delivered to the Collateral Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Noteholders Secured Parties, then the Credit Parties shall, at the Credit Parties’ expense (provided that notwithstanding anything contained in this Section 6.12(b), no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any first-tier CFC and any CFC Holding Company and none of the Capital Stock of any direct or indirect Subsidiary of a CFC formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent):
(i) within fifteen (15) Business Days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) Business Days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) Business Days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the Collateral endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the 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) within fifteen (15) Business Days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(viv) at as promptly as practicable after any acquisition of real property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property, flood zone determination forms, flood insurance certificates, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Restricted Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent;
(c) At any time and from time to timeupon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, the such Security Documents.
(d) Notwithstanding the foregoing in this Section 6.12, (i) any Subsidiary of the Borrower that is a Credit Party shall not cease to be a Credit Party by reason of becoming a CFC, a CFC Holding Company or a direct or indirect Subsidiary of a CFC, and the proviso in Section 6.12(b) shall not apply to any such Subsidiary, (ii) any newly-formed Subsidiary of the Borrower that is a U.S. person shall be a Credit Party regardless of whether it is formed as a direct or indirect Subsidiary of a CFC, and the proviso in Section 6.12(b) shall not apply to any such Subsidiary and (iii) unless also required or provided under the ABL Facility, no action in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required to be taken to create any security interests in assets located or titled outside of the United States or to perfect or make enforceable any security interests in any such assets (it being understood that there shall be no security agreements or pledges governed under laws of any non-U.S. jurisdiction).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, at the Company’s expense, notify the Collateral Agent and the Noteholders thereof andLoan Party:
(ia) in connection with within 10 day after such formation or acquisition of a acquisition, cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to Administrative Agent a joinder to the Guaranty and Collateral Agreement, pursuant to which such other Loan Party shall guaranty the other Loan Parties’ Obligations under the Loan Document and pledge a security interest in and to all of its assets in support of such guaranty in accordance with the terms and conditions of the Guaranty and Collateral Agreement,
(b) within 30 10 days after such formation or acquisition acquisition, furnish to Administrative Agent a description of the real and personal properties of such Subsidiary, in detail satisfactory to Administrative Agent,
(c) within 15 days after such formation or acquisition, cause such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause Subsidiary and each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiaryif it has not already done so) to duly execute and deliver to the Collateral Administrative Agent a guaranty or guaranty supplementdeeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing Administrative Agent (including delivery of all equity interests in and of such Subsidiary) securing payment of all the Obligations and a joinder of such Subsidiary or supplement to such parent, as the applicable Security case maybe, under the Loan Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each constituting Liens on all such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank real and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreementpersonal properties,
(iid) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Subsidiary to duly execute and deliver, to the Collateral Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each direct and indirect parent of its Subsidiaries such Subsidiary (if it has not already done so) to take, take whatever actionaction (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of Administrative Agent to vest in Administrative Agent (or in any representative of Administrative Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the Security Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, and security and pledge agreements delivered pursuant to this Section 6.13, enforceable against all third parties in accordance with their terms,
(ive) within 30 days after such formation or acquisition, deliver to Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Agent and the other NoteholdersAdministrative Agent, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vif) at any time and from time to timeas promptly as practicable after such formation or acquisition, promptly execute and deliver any and all further instruments and documents and take all such other action as deliver, upon the Collateral request of Administrative Agent in its reasonable judgment may deem necessary sole discretion, to Administrative Agent with respect to each parcel of real property owned or desirable held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in obtaining scope, form and substance satisfactory to Administrative Agent. The foregoing provisions of this Section 6.13 shall not be deemed to be a consent to any departure by Borrowers from the full benefits ofrestrictions on Investments contained in Section 7.11 or the restrictions contained in Section 7.16, which prohibit the formation or acquisition of any Subsidiary. Any document, agreement, or in perfecting and preserving the liens of, the Security Documentsinstrument executed or issued pursuant to this Section 6.13 shall constitute a Loan Document.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon the formation (a) If any Subsidiary qualifies independently as, or acquisition of any new Subsidiary is designated by the Company or any the Administrative Agent as, a Material Domestic Subsidiary pursuant to the definition of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded “Material Domestic Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders”, the Company shall, at the Company’s expense, notify the Collateral Agent within 90 days after such qualification or designation, cause such Subsidiary, and the Noteholders thereof and:
cause each direct and indirect parent of such Subsidiary (if it has not already done so), to (i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Administrative Agent (A) a joinder to the Subsidiary Guaranty, in the form contemplated thereby, Guaranteeing the other Loan Parties’ obligations under the Loan Documents, and (B) a joinder to the Security Agreement and supplements to the other Collateral Agent a guaranty Documents, as applicable, in the forms contemplated thereby or guaranty supplement, otherwise in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Stock Collateral and Pledged Debt in and of such Subsidiary), securing payment of all the Secured Obligations and constituting Liens on all such properties, (ii) take whatever action (including the filing of UCC financing statements and the giving of notices) may be necessary or advisable in the reasonable opinion of the Administrative Agent to cause all of such Subsidiary’s owned property (whether personal, tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents delivered pursuant to this Section 5.13, enforceable against all third parties in accordance with their terms but subject in any case to Liens permitted by Section 6.01 and (iii) deliver to the Administrative Agent, Guaranteeing upon the Obligations request of the Administrative Agent in its sole discretion, appropriate corporate resolutions, other corporate documentation and a joinder or supplement signed copy of a favorable opinion, addressed to the applicable Security Documents Administrative Agent and the other Secured Parties, of counsel for the Loan Parties, in each case in form and substance reasonably acceptable to the Administrative Agent.
(Bb) The Company will cause, and will cause each other Loan Party that qualifies independently as, or is designated by the Company or the Administrative Agent as, a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary” to cause, all of its owned property (if not already so deliveredwhether personal, tangible, intangible, or mixed) deliver certificates representing to be subject at all times to first priority, perfected Liens in favor of the Voting Stock Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.01. Without limiting the generality of the foregoing, the Company will (i) cause 100% of the Equity Interests of each such Material Domestic Subsidiary (if any) held directly owned by the Company or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of its Subsidiaries accompanied by undated stock powers or other appropriate instruments the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by Documents or such other pledge and security documents as the Collateral Agent, supplements to the Guarantee Administrative Agent shall reasonably request and Collateral Agreement,
(ii) within 30 days after such formation or acquisition (x) cause 66% of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause Equity Interests of each such Material Foreign Subsidiary that is a First Tier Foreign Subsidiary to duly execute and deliverbe pledged pursuant to a pledge agreement governed under the local law applicable to such Foreign Subsidiary, to the Collateral Agent one or more supplements to the Security Documents as specified by and which pledge agreement shall be in form and substance reasonably satisfactory to the Collateral Administrative Agent, securing payment (y) take whatever action (including the giving of all notices) may be necessary or advisable in the Obligations and establishing liens on all such properties reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or property,
(iiiin any representative of the Administrative Agent designated by it) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens Liens on the properties purported to be subject to the Security Documentspledge agreement delivered pursuant to this Section 5.13, enforceable against all third parties in accordance with their terms,
, and (ivz) within 30 days after deliver to the Administrative Agent, upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinionsan opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent reasonably Loan Parties acceptable to the Collateral Administrative Agent as to the matters contained in clauses (x) and (y) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,
. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary (vincluding, without limitation, the Share Mortgage) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property shall be required hereunder to the Collateral extent the Administrative Agent determines that such pledge would not provide material credit support for the benefit of the Noteholders Secured Parties pursuant to legally valid, binding and the Collateral Agent, andenforceable pledge agreements.
(vic) at At any time and from time to timeupon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action (including the filing and recording of financing statements and other documents and such other actions or deliveries of the type required by the Amendment and Restatement Agreement, as applicable), which may be required by law or which the Collateral Administrative Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the liens Liens of, such guaranties, joinders and supplements to the Collateral Documents.
(d) If any assets (other than any real property or improvements thereto or any interest therein) are acquired by the Company or any Loan Party that is a Domestic Subsidiary after the Original Effective Date (other than assets constituting Collateral under the Security DocumentsAgreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Company will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Company.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon Upon
(a) the formation or acquisition by any Loan Party of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon (b) the acquisition of any personal property by the Company or any of its Subsidiaries (other than the acquisition including Equity Interests) by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of Loan Party, and if such Excluded Subsidiary’s organization), which property, in pursuant to the reasonable judgment terms of the Collateral AgentDocuments, is shall not already be subject to a perfected lien first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Collateral Agent and the NoteholdersSecured Parties, the Company shall, then in each case at the Company’s Borrowers’ expense, notify the Collateral Agent and the Noteholders thereof and:
(i) within sixty (60) days (as such time period may be extended by the Administrative Agent in connection with such formation or acquisition of a Subsidiary, within 30 days its sole discretion) after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary, and cause each parent of any such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent a guaranty Guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing consistent with the Obligations and a joinder or supplement to guaranty agreements in effect on the applicable Security Closing Date, guaranteeing the other Loan Parties’ obligations under the Loan Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or other than any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,Excluded Swap Obligations);
(ii) within 30 sixty (60) days (as such time period may be extended by the Administrative Agent in its sole discretion) after such request, formation or acquisition acquisition, furnish to the Administrative Agent a description of any the +personal properties of the Loan Parties and their respective Subsidiaries, in detail reasonably satisfactory to the Administrative Agent;
(iii) within sixty (60) days (as such property or any request therefor time period may be extended by the Collateral Administrative Agent (or such longer period, as the Collateral Agent may agree in its reasonable sole discretion) after such request, formation or acquisition, duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, deliver to the Collateral Administrative Agent one or more supplements to the pledges, assignments, Security Documents Agreement Supplements, intellectual property security agreement and other security agreements, as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent consistent with the Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date (including delivery of all certificated Equity Interests in and of such Subsidiary, duly endorsed for transfer), securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or property,properties, except for certain immaterial assets (including motor vehicles) in Administrative Agent’s sole discretion;
(iiiiv) within 30 sixty (60) days (as such time period may be extended by the Administrative Agent in its sole discretion) after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary or the parent(s) of such Subsidiary (other than an Excluded Subsidiaryif it has not already done so) and the Company and each of its Subsidiaries to take, whatever actionaction (including, without limitation, the filing of UCC financing statements, and other lien documents, the giving of notices) may be necessary or advisable in the 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 Liens on the properties purported to be subject to the pledges, assignments, Security DocumentsAgreement Supplements, intellectual property security agreements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,;
(ivv) as promptly as practicable (i) notify the Administrative Agent (on the Closing Date or thereafter with respect to later properties and locations) of (A) the location of each Loan Party’s headquarters (or any change in such location) and (B) any parcel or unit of real property leased by any Loan Party from any Person that is not a Loan Party having Collateral with a net book value in excess of $500,000 stored or located therein or thereon, or that is otherwise material to the operations of the Loan Parties and their respective Subsidiaries (as reasonably determined by the Administrative Agent (after such notice) and the Borrowing Agent), and (ii) after request of the Administrative Agent in its sole discretion, use commercially reasonable efforts to deliver to the Administrative Agent Landlord Waivers, estoppels and/or collateral access letters with respect to each location described in clause (i) above;
(vi) promptly following the date of lease (as lessee) of any real property of any Loan Party after the Closing Date, notify the Administrative Agent in writing thereof and, if requested in writing by the Administrative Agent in its sole discretion, within 90 days after such request (as such time period may be extended by the Administrative Agent in its sole discretion), cause to be delivered to the Administrative Agent a copy of such lease, and cause the respective landlord to provide (or, in the case of a landlord that is not a Loan Party or Affiliate thereof, use commercially reasonable efforts to cause such landlord to provide) to the Administrative Agent, estoppel letters, non-disturbance agreements and similar agreements, for such leased real property;
(vii) within 30 sixty (60) days (as such time period may be extended by the Administrative Agent in its sole discretion) after such formation or acquisition upon the request of the Collateral Agent, or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion, deliver to the Collateral Agent, organizational documents, resolutions and Administrative Agent a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (iii), (iv) and (vi) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, ; and
(viviii) 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 Administrative Agent in its reasonable judgment may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the such guaranties, pledges, assignments, Security DocumentsAgreement Supplements, intellectual property security agreements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new Subsidiary by the Company direct or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its indirect Subsidiaries (other than the acquisition any CFC or a Subsidiary that is held directly or indirectly by a CFC or any Excluded Joint Venture, except that any Equity Interests or other investment property owned by Holdings in such Excluded Joint Venture shall be pledged as Collateral) by any Excluded Subsidiary of a leasehold interest in real estate located in Loan Party, then the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Borrower shall, at the CompanyBorrower’s expense, notify the Collateral Agent and the Noteholders thereof and:
(i) in connection with Promptly notify the Administrative Agent of such formation newly-formed or acquisition of a Subsidiary, acquired Subsidiary and within 30 days after such formation or acquisition (or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion), (A) cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) if it has not already done so), to duly execute and deliver to the Collateral Administrative Agent (A) a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing guaranteeing the Obligations and a joinder or supplement to other Loan Parties’ obligations under the applicable Security Loan Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed a joinder agreement, in blank form and instruments evidencing any indebtedness owing by such Subsidiary substance reasonably satisfactory to the Company or any of its Subsidiaries indorsed in blank Administrative Agent, whereby such Person acknowledges and agrees to the Collateral Agent, together with, if requested by terms of the Collateral Agent, supplements to the Guarantee and Collateral Intercreditor Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or 60 days in the case of real property deliveries) (or, in each case, such longer period, period as the Collateral Administrative Agent may agree in its reasonable sole discretion) duly execute and deliveror after such formation or acquisition, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver, deliver to the Collateral Administrative Agent one or more supplements Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements (and in the case of owned real property with a fair market value in excess of the Mortgage Threshold (unless subject to a Lien permitted under 7.01(l)), deeds of trust, trust deeds and mortgages together with the Security Documents items listed on Schedule 6.12), as specified by and in form and substance reasonably satisfactory to the Collateral AgentAdministrative Agent (including delivery of all Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such real and personal properties or propertyin accordance with the Collateral Documents,
(iii) within 30 days after such request(or 60 days in the case of real property deliveries) (or, formation or acquisitionin each case, or such longer period, period as the Collateral Administrative Agent may agree in its reasonable sole discretion) after such formation or acquisition, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each direct and indirect parent of its Subsidiaries such Subsidiary (if it has not already done so) to take, take whatever actionaction (in accordance with the Collateral Documents including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, ) may be necessary or advisable 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 Liens on the properties purported to be subject to the deeds of trust, trust deeds, mortgages, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,, and
(iv) within 30 60 days after the request of the Collateral Agent, (or such longer period as the Collateral Administrative Agent may agree in its reasonable sole discretion) after such formation or acquisition, deliver to the Collateral Administrative Agent, organizational documentsupon the reasonable request of the Administrative Agent in its reasonable discretion, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent as to the matters contained in clauses (i), (ii) and (iii) above, and as to such other matters as the Collateral Administrative Agent may reasonably request,.
(vb) with respect to Upon the acquisition of any property (excluding leasehold interests in real property, take such actions including as the Collateral Agent may request in connection with the pledge of such to owned real property only owned real property in excess of the Mortgage Threshold and in the case of intellectual property, only IP Rights in the United States) by any Loan Party, and such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Collateral Administrative Agent for the benefit of the Noteholders and Secured Parties in accordance with the Collateral Documents, then the Borrower shall, at the Borrower’s expense:
(i) within 30 days (or 60 days in the case of real property deliveries) (or, in each case, such longer period as the Administrative Agent may agree in its sole discretion) after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent, (x) in the case of fee-owned real property in excess of the Mortgage Threshold (unless subject to the Liens under Section 7.01(l), deeds of trust, trust deeds, or mortgages together with the documents set forth on Schedule 6.12 and (y) in the case of other property, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties in accordance with the Collateral Documents,
(ii) within 30 days (or such longer period as the Administrative Agent may agree in its sole discretion) after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements) may be necessary or advisable 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, and
(viiii) at within 60 days after such acquisition (or such longer period as the Administrative Agent may agree in its sole discretion), deliver to the Administrative Agent, upon the request of the Administrative Agent in its reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request.
(c) At any time and from time to timeupon reasonable request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Collateral Administrative Agent in its reasonable judgment may reasonably deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens Liens of, the such guaranties, deeds of trust, trust deeds, mortgages, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries that is a wholly-owned Material Domestic Subsidiary (other than the acquisition by any Excluded such Domestic Subsidiary that is a direct or indirect Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organization), which property, in the reasonable judgment of the Collateral Agent, Foreign Subsidiary that is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the NoteholdersCFC) by any Loan Party, the Company Borrower shall, at the CompanyBorrower’s expense, notify expense (it being agreed and understood that any reference to any parent of a Subsidiary in this Section 6.12 shall not include any indirect or direct parent of the Collateral Agent and the Noteholders thereof and:Borrower):
(i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, period as the Collateral Administrative Agent may shall agree in its reasonable sole discretion) duly execute and deliver), cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver, deliver to the Collateral Administrative Agent one a guaranty or more supplements guaranty supplement, substantially in the form attached to the Security Documents as specified by and Guaranty or otherwise in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) except during any Collateral Suspension Period, within 15 days after such formation or acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), furnish to the Administrative Agent a description of any Material Real Property of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) except during any Collateral Suspension Period, within 45 days after such formation or acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt and mortgages in respect of any Material Real Property of such Subsidiary and Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(v) of the Original Credit Agreement, in each case constituting Collateral), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and establishing liens constituting Liens on all such properties or propertyreal and personal properties,
(iiiiv) except during any Collateral Suspension Period, within 30 60 days after such request, formation or acquisition, acquisition (or such longer period, period as the Collateral Administrative Agent may shall agree in its reasonable sole discretion), take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each direct and indirect parent of its Subsidiaries such Subsidiary (if it has not already done so) to take, whatever actiontake all reasonable actions (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting liens Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(ivv) within 30 60 days after the request of the Collateral Agent, such formation or acquisition (or such longer period as the Collateral Administrative Agent may shall agree in its reasonable sole discretion), deliver to the Collateral Administrative Agent, organizational documentsupon the reasonable request of the Administrative Agent, resolutions and a signed copy of one or more customary opinionsa favorable opinion, addressed to the Collateral Administrative Agent and the other NoteholdersLenders, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent as to the matters (A) contained in clause (i) above if such formation or acquisition occurs during a Collateral Suspension Period and (B) contained in clauses (i), (iii) and (iv) above if such formation or acquisition does not occur during a Collateral Suspension Period, and, in each case, as to such other matters as the Administrative Agent may reasonably request, and
(vi) except during any Collateral Suspension Period, as promptly as practicable after such formation or acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent, with respect to each Material Real Property that is owned or held by the entity that is the subject of such formation or acquisition, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, in the case of surveys and engineering, soils, environmental and other reports, which report is in possession or control of a Loan Party, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Except during any Collateral Suspension Period, upon the acquisition of any property (which, in the case of any real property, shall be limited to Material Real Property) of the type not excluded from the definition of “Collateral” by any Loan Party, and if such property, in the reasonable judgment of the Administrative Agent (to the extent such property is material), shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, upon the reasonable request of the Administrative Agent, at the Borrower’s expense:
(i) within 15 days after such acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within 45 days after such acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, mortgage modifications, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 60 days after such acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), cause the applicable Loan Party to take all reasonable actions (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary 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) within 60 days after such acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request,
(v) as promptly as practicable after any acquisition of a Material Real Property (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent, with respect to any such real property, take title reports, surveys and engineering, soils and other reports, and environmental assessment reports, in the case of surveys and engineering, soils, environmental and other reports, which report is in possession or control of a Loan Party, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such actions real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(vi) for any improved Material Real Property located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, as promptly as practicable and in any event within 15 days of any acquisition of such Material Real Property (or such longer period as the Collateral Administrative Agent may request shall agree in connection its sole discretion), furnish to the Administrative Agent (i) a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to such Material Real Property (together with, if applicable, a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto), and
(vii) concurrently with the pledge delivery of such real property any mortgages pursuant to clause (ii) above, a copy of the flood insurance policy, declaration page or other evidence of the insurance coverage required by Section 6.07(b) and the applicable provisions of the Collateral Agent for the benefit Documents, each of the Noteholders and which (i) shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (ii) shall name the Collateral Agent, and
on behalf of the Secured Parties, as additional insured, (viiii) at any time shall (a) identify the addresses of each property located in a special flood hazard area, (b) indicate the applicable flood zone designation, the flood insurance coverage and from time to time, promptly execute the deductible relating thereto and deliver any and all further instruments and documents and take all such other action as (c) provide that the insurer will give the Collateral Agent 30 days written notice of cancellation or non-renewal and (iv) shall be otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(c) Except during any Collateral Suspension Period, upon the reasonable request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 15 days after such request (or such longer period as the Administrative Agent shall agree in its sole discretion), furnish to the Administrative Agent a description of the material real and personal properties of the Loan Parties in detail reasonably satisfactory to the Administrative Agent,
(ii) within 45 days after such request (or such longer period as the Administrative Agent shall agree in its sole discretion), duly execute and deliver, and cause each other Loan Party and each Material Domestic Subsidiary (other than any such Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary that is a CFC) of the Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary , and other instruments of the type specified in Section 4.01(a)(v) of the Original Credit Agreement, in each case constituting Collateral), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 60 days after such request (or such longer period as the Administrative Agent shall agree in its sole discretion), take, and cause each Loan Party and each Material Domestic Subsidiary of the Borrower to take, all reasonable judgment actions (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may deem be necessary or desirable to vest in obtaining the full benefits of, Administrative Agent (or in perfecting any representative of the Administrative Agent designated by it) valid and preserving subsisting Liens on the liens ofproperties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, (iv) within 60 days after such request (or such longer period as the Security Documents.Administrative Agent shall agree in its sole discretion), deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and
Appears in 1 contract
Samples: Credit Agreement (MSCI Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (i) the formation or acquisition by any Loan Party of any new direct or indirect Subsidiary by the Company or any of its Subsidiaries, and upon the acquisition of any property by the Company or any of its Subsidiaries (other than any Excluded Subsidiary), (ii) pursuant to Section 1.09, the addition of any Borrower which was not a Loan Party immediately prior to such addition, (iii) a Subsidiary of any Loan Party ceasing to be an Excluded Subsidiary or (iv) the acquisition by any Excluded Subsidiary Loan Party of a leasehold interest any asset (including real property) in real estate located respect of which the Collateral and Guaranty Requirements have not theretofor been satisfied (any of the foregoing items set forth in the jurisdiction of such Excluded Subsidiary’s organizationclauses (i) through (iv), which property, in a “Collateral and Guaranty Compliance Event”) the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company Borrowers shall, at the Company’s Borrowers’ expense, notify cause the Collateral Agent and the Noteholders thereof and:
Guaranty Requirements applicable thereto to be satisfied (x) with respect to (i) in connection with such formation or acquisition of a Subsidiary, within 30 days after such formation or acquisition or such longer period as the Collateral Agent may agree in its reasonable discretion, (A) cause each such Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Agent, Guaranteeing the Obligations and a joinder or supplement to the applicable Security Documents and (B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company any Guaranty Agreement or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agentsupplement thereto, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation Liens on Collateral that may be created by the execution and delivery of a customary personal property security or acquisition of any such property pledge agreement or any request therefor supplement thereto, (iii) Liens on Collateral that may under applicable law be perfected by the Collateral Agent filing of financing statements under the UCC, the PPSA or the Bank Act (Canada) or by filings with the United States Patent and Trademark Office, the United Stated Copyright Office, the Canadian Intellectual Property Office (or by the making of similar filings in any applicable jurisdiction) and (iv) the perfection of security interests in the capital stock of Holding’s Subsidiaries with respect to which a Lien may be perfected by delivery of certificated securities, within thirty (30) days (as such longer period, as time may be extended by the Collateral Applicable Administrative Agent may agree in its reasonable discretion) duly execute of such Collateral and deliverGuaranty Compliance Event and (y) with respect to the creation or perfection of Liens on any other Collateral or any other provision of the Collateral and Guaranty Requirements, within sixty (60) days of such Collateral and cause each such Subsidiary to duly execute Guaranty Compliance Event (or, in the case of clauses (j), (k) and deliver(l) (and, to the extent related to such clauses, clauses (o) or (p)) of the definition of Collateral and Guaranty Requirements, within ninety (90) days of such Collateral and Guaranty Compliance Event) (as any such time period may be extended by the Applicable Administrative Agent one or more supplements to the Security Documents as specified by and in form and substance reasonably satisfactory to the Collateral Agent, securing payment of all the Obligations and establishing liens on all such properties or property,
(iii) within 30 days after such request, formation or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, and cause such Subsidiary (other than an Excluded Subsidiary) and the Company and each of its Subsidiaries to take, whatever action, the filing of UCC financing statements, valid and subsisting liens on the properties purported to be subject to the Security Documents, enforceable against all third parties in accordance with their terms,
(iv) within 30 days after the request of the Collateral Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and a signed copy of one or more customary opinions, addressed to the Collateral Agent and the other Noteholders, of counsel for the Collateral Agent reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request,
(v) with respect to any real property, take such actions as the Collateral Agent may request in connection with the pledge of such real property to the Collateral Agent for the benefit of the Noteholders and the Collateral Agent, and
(vi) 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 deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the liens of, the Security Documents).
Appears in 1 contract
Samples: Credit Agreement (Acco Brands Corp)
Covenant to Guarantee Obligations and Give Security. (a) Upon (A) the formation or acquisition of any new direct or indirect Restricted Subsidiary that is a material Domestic Subsidiary by any Loan Party or the Company designation in accordance with Section 6.16 of any existing direct or indirect Unrestricted Subsidiary as a Restricted Subsidiary, in each case other than a Restricted Subsidiary that is an Excluded Subsidiary, or (B) any Restricted Subsidiary Guaranteeing any Permitted Subordinated Indebtedness or any of its Subsidiaries, and upon the acquisition of any property by the Company Indebtedness incurred pursuant to Section 7.03(a) or any of its Subsidiaries (other than the acquisition by any Excluded Subsidiary of a leasehold interest in real estate located in the jurisdiction of such Excluded Subsidiary’s organizationSection 7.03(b)(xxiii), which propertythe Borrower shall, in the reasonable judgment of the Collateral Agent, is not already subject to a perfected lien in favor of the Collateral Agent for the benefit of the Collateral Agent and the Noteholders, the Company shall, each case at the CompanyBorrower’s expenseexpense (provided that, notify notwithstanding the Collateral Agent and foregoing, this Section 6.12 shall not apply to any Subsidiary to the Noteholders thereof and:extent that such Subsidiary is prohibited by applicable local Laws from taking any such action):
(i) in connection with such formation or acquisition of a Subsidiary, within 30 thirty (30) days after such formation formation, acquisition, designation or acquisition Guarantee (or such longer period as the Collateral Administrative Agent may agree in its reasonable discretion, ):
(A) cause each such Restricted Subsidiary (other than an Excluded Subsidiary) to duly execute and deliver to the Collateral Administrative Agent a guaranty Guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Collateral Administrative Agent, Guaranteeing the Obligations of the Borrower and a joinder or supplement agreement, in form and substance reasonably satisfactory to the applicable Security Documents Administrative Agent, whereby such Person acknowledges and agrees to the terms of the Intercreditor Agreement;
(B) (if not already so delivered) deliver certificates representing the Voting Stock of each such Subsidiary (if any) held by the Company or any of its Subsidiaries accompanied by undated stock powers or other appropriate instruments of transfer executed in blank and instruments evidencing any indebtedness owing by such Subsidiary to the Company or any of its Subsidiaries indorsed in blank to the Collateral Agent, together with, if requested by the Collateral Agent, supplements to the Guarantee and Collateral Agreement,
(ii) within 30 days after such formation or acquisition of any such property or any request therefor by the Collateral Agent (or such longer period, as the Collateral Agent may agree in its reasonable discretion) duly execute and deliver, and cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to Section 6.12(a)(i)(A) to furnish to the Administrative Agent a description of any Material Real Property owned by such Restricted Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(C) cause each such Restricted Subsidiary that is required to become a Guarantor pursuant to Section 6.12(a)(i)(A), to duly execute and deliver, deliver to the Administrative Agent Mortgages with respect to Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements and other Collateral Agent one or more supplements to the Security Documents Documents, as specified by by, and in form and substance reasonably satisfactory to the Administrative Agent (consistent with the Mortgages, Security Agreements, Intellectual Property Security Agreement and other Collateral AgentDocuments in effect on the Amendment Closing Date), granting a Lien in substantially all personal property (other than Equity Interests in any Subsidiary or a Joint Venture) of such Restricted Subsidiary and all Material Real Property, in each case securing payment of all the Obligations of such Restricted Subsidiary under its Guaranty, together with, in the case of Material Real Property, a life-of-loan flood hazard determination and, if such Material Real Property is located in a special flood hazard area, an acknowledged notice to borrower and establishing liens on all flood insurance by an insurer acceptable to the Administrative Agent that complies with the requirements of the National Flood Insurance Reform Act of 1994 and related legislation; provided that, unless an Event of Default has occurred and is continuing, if UHS notifies the Administrative Agent that it intends to sell such properties or property,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);
(iiiD) within 30 days after cause each such requestRestricted Subsidiary that is required to become a Guarantor pursuant to Section 6.12(a)(i)(A) to deliver any and all instruments, formation if any, evidencing the intercompany debt held by such Restricted Subsidiary, if any, indorsed in blank to the Administrative Agent or acquisition, or such longer period, as the Collateral Agent may agree in its reasonable discretion, take, accompanied by other appropriate instruments of transfer;
(E) take and cause such Restricted Subsidiary to take whatever action (other than an Excluded Subsidiary) and including the Company and each recording of its Subsidiaries Mortgages with respect to take, whatever actionMaterial Real Property, the filing of UCC Uniform Commercial Code financing statements, and delivery of certificates evidencing stock and membership interests) 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 Liens on the properties purported to be subject to the Security DocumentsMortgages and the other Collateral Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(ivii) within 30 thirty (30) days after the reasonable request of therefor by the Collateral Administrative Agent, or such longer period as the Collateral Agent may agree in its reasonable discretion, deliver to the Collateral Agent, organizational documents, resolutions and Administrative Agent a signed copy of one or more a customary opinionslegal opinion, addressed to the Collateral Administrative Agent and the other NoteholdersSecured Parties, of counsel for the Collateral Agent Loan Parties reasonably acceptable to the Collateral Administrative Agent as to such matters set forth in this Section 6.12(a) as the Collateral Administrative Agent may reasonably request,, and
(viii) as promptly as practicable after the request therefor by the Administrative Agent, deliver to the Administrative Agent with respect to any real property, take Material Real Property owned by such actions as Restricted Subsidiary that is the Collateral Agent may request in connection with the pledge subject of such real property request, title reports in scope, form and substance reasonably satisfactory to the Collateral Administrative Agent and, to the extent available, surveys and environmental assessment reports.
(b) Upon the acquisition of (x) any personal property by any Loan Party or (y) Material Real Property by any Loan Party, if such property shall not already be subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Noteholders and Secured Parties, the Collateral AgentBorrower or relevant Loan Party, and
(vi) 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 case may be, shall give notice thereof to the Administrative Agent and shall, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien 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 the case may be, the applicable actions referred to in Section 6.12(a), Section 6.14(b) and Section 6.15; provided that 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 Administrative Agent in its reasonable judgment may deem necessary or desirable 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 obtaining its assets constituting Collateral thereunder to secure its Obligations under the full benefits ofGuaranty, or in perfecting (ii) a Guaranty and preserving (iii) if applicable, an Intellectual Property Security Agreement to secure its Obligations under the liens ofGuaranty. To the extent reasonably requested by the Administrative Agent, the Security DocumentsBorrower 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 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) each Subsidiary named on Schedule 5.11 other than Surgical Services shall not be required to comply with paragraphs (a) through (c) above unless and until it acquires any material assets.
Appears in 1 contract
