Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense: (i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent, (iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified in Section 4.01(a)(iii)); provided, any such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary, (iv) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and (v) 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 Administrative Agent may reasonably request. (b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 5 contracts
Samples: Credit Agreement (Braemar Hotels & Resorts Inc.), Credit Agreement (Braemar Hotels & Resorts Inc.), Credit Agreement (Ashford Hospitality Prime, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded any Unrestricted Subsidiary, any CFC or a CFC, a Subsidiary that is held directly or indirectly by a CFCCFC or any Domestic Subsidiary that is a disregarded entity for U.S. federal income tax purposes if substantially all of the assets of such Domestic Subsidiary consist of Equity Interests in one or more Foreign Subsidiaries) by any Loan Party, then the Borrower shall, at the Borrower’s expense, within 30 days the time period specified below unless the Administrative Agent in its sole discretion consents to an extension thereof:
(i) within 10 Business Days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementcounterpart to this Agreement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description of the real and personal properties of within 15 Business Days after such Subsidiary formation or JV Subsidiaryacquisition, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement Collateral Documents and other security and pledge agreementsagreements covering the personal property of such Subsidiaries, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Debt and Pledged Equity in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii4.01(a)(ii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties,
(iviii) within 15 Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 personal properties purported to be subject to supplements to Collateral Documents, as applicable, and the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(viv) within 15 Business 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 Credit Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) Subject to the Intercreditor Agreement, promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgages on each parcel of Real Estate owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $5.0 million as additional security for the Obligations (unless the subject property is already mortgaged to a third-party to the extent permitted by Section 7.01). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens acceptable to the Administrative Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Estate (including (i) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or applicable state title policy in form and substance, with endorsements and in amounts acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and as the Administrative Agent may reasonably deem necessary or desirable (a “Mortgage Policy”), (ii) a Survey, (iii) the Flood Documentation and (iv) a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).
(c) Concurrently with the guarantee by any direct or indirect Domestic Subsidiary that is a Restricted Subsidiary of any obligations under the ABL Loan Documents, cause such direct or indirect Subsidiary to guarantee the Obligations of the Loan Parties hereunder and otherwise comply with the requirements of this Section 6.12.
(d) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, supplements to the Security Agreement and Pledge Agreement, Collateral Documents and other security and pledge agreements.
(e) Subject to the terms of the Intercreditor Agreement and prior to the satisfaction of the Discharge of ABL Obligations, with respect to any obligation under this Section 6.12 or any Collateral Document to deliver possession or control of any Collateral on which there is a Second Priority Lien by the Collateral Agent, such obligation shall be deemed satisfied by the delivery of possession or control of such Collateral to the “collateral agent” for the ABL Facility (holding for the benefit of the Collateral Agent for the Credit Parties).
Appears in 4 contracts
Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)
Covenant to Guarantee Obligations and Give Security. Following (ax) Upon the formation or acquisition of any new direct or indirect wholly-owned Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an any Excluded Subsidiary, any CFC Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a CFCForeign Subsidiary) by any Loan Party, or (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) if such property, in the reasonable 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 Company shall, within 30 days after such formation or acquisition, at the BorrowerCompany’s expense:
(ia) on the later of sixty (60) days after such an event or at the time of delivery of the Compliance Certificate set forth in Section 7.01(d), cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ Company’s obligations under the Loan Documents,
(iib) furnish to on the Administrative Agent a description later of sixty (60) days after such an event or at the time of delivery of the real and personal properties of such Subsidiary or JV SubsidiaryCompliance Certificate set forth in Section 7.01(d), in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreementsSupplemental Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (or in substantially the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests in and of such Subsidiary (limited to 65% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 4.01(a)(iii5.01(a)(iii)); provided, any such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,and
(ivc) at the time of delivery of the Compliance Certificate set forth in Section 7.01(d), cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action any actions required under the Security Agreement (including the filing of Uniform Commercial Code 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 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 on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements Supplemental Collateral Documents delivered pursuant to this Section 6.127.10; provided that with respect to after-acquired property of any Loan 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), enforceable against all third parties in accordance with their terms, and
(v) deliver to such Loan Party may satisfy the Administrative Agent, upon requirements of this Section 7.10 at the request time of delivery of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed next certificate required pursuant 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 (iSection 7.01(b), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 3 contracts
Samples: Credit Agreement (MSGE Spinco, Inc.), Credit Agreement (Madison Square Garden Entertainment Corp.), Credit Agreement (Madison Square Garden Entertainment Corp.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party, then in each case at the Borrower’s expense:
(i) in connection with the formation or acquisition of a Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value that is attributable on an individual basis not (other than an Excluded Subsidiary, any x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 10 days after such formation or acquisition, at the Borrower’s expense:
(i) cause each such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Collateral Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Collateral Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description within 30 days after such formation or acquisition of the real and personal properties of such Subsidiary or JV any new Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) duly execute and deliver and cause such Subsidiary or JV Subsidiary and each direct and indirect parent of Loan Party acquiring Equity Interests in such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Collateral Agent pledges, assignments, pledge agreement supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, agreements as specified by by, and in form and substance satisfactory to the Administrative Agent (including delivery Collateral Agent, securing payment of all instruments specified of the obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (A) the Equity Interests in Section 4.01(a)(iii)); provided, any such supplements to the Pledge Agreement or other pledge agreements Subsidiary held by a CFC shall not be required with respect to any be pledged and (B) if such new property is Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent a CFC, only 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable SubsidiaryCFC shall be pledged in favor of the Secured Parties,
(iviii) within 30 days after such formation or acquisition of any new Subsidiary, take, and cause such Subsidiary each newly acquired or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV newly formed Subsidiary (if it has not already done soother than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take take, whatever action (including 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 opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, assignments, pledge agreement supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12the Loan Documents, enforceable against all third parties in accordance with their terms, and,
(viv) within 60 days after formation or acquisition of any new Subsidiary that is a “significant subsidiary” as defined by Regulation S-X promulgated by the Securities and Exchange Commission, deliver to the Administrative Collateral Agent, upon the request of the Administrative Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Collateral Agent as to (1) the matters contained in this Section 5.01(j), (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 clauses (ithis Section 5.01(j), (iii3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties and (iv4) above, and as to such other matters as the Administrative Collateral Agent may reasonably request., and
(bv) At at any time upon request of the Administrative Agentand from time to time, promptly execute and deliver deliver, and cause to execute and deliver, 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 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 Administrative Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements created or purported to be created under the Security Agreement and Pledge Agreement, and other security and pledge agreementsLoan Documents.
Appears in 3 contracts
Samples: Credit Agreement (CBRL Group Inc), Credit Agreement (CBRL Group Inc), 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 or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense (and subject to the terms of the Intercreditor Agreement):
(i) within 30 days three (3) Business Days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within three (3) Business Days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within three (3) Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement a security agreement, copyright security agreement, patent security agreement and Pledge Agreement and other trademark security and pledge agreementsagreement, as specified by and applicable, in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified in Section 4.01(a)(iii)); providedAgent, any such supplements to securing the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable SubsidiaryLoan Parties’ obligations under the Loan Documents,
(iv) within three (3) Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be personal property subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements Collateral Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(v) within three (3) Business 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 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 Administrative Agent may reasonably request.
(b) If the Loan Parties are required by Section 6.25 to provide to the Administrative Agent, on behalf of the Secured Parties, Mortgages on their respective Mortgage Properties and any Loan Party shall thereafter acquire any additional Mortgage Property, then the Borrower shall, at the Borrower’s expense (and subject to the terms of the Intercreditor Agreement), within three Business Days after the acquisition of such Mortgage Property, deliver to the Administrative Agent with respect to such Mortgage Property, a Mortgage, a Mortgage Policy and the other documents described in Section 6.25 with respect to the Mortgage Properties for which such documents are required to be delivered under such Section.
(c) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, supplements to the Security Agreement and Pledge Agreement, Collateral Documents and other security and pledge agreements. All such actions in this Section 6.12 shall be taken subject to the Intercreditor Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Clean Harbors Inc), Credit Agreement (Clean Harbors Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Restricted Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded any Non-Guarantor Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary or JV Restricted Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Restricted Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementjoinder to the Guaranty in the form attached thereto, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description of the real and personal properties of within 15 days after such Subsidiary formation or JV Subsidiaryacquisition, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Restricted Subsidiary and each direct and indirect parent of such Subsidiary or JV Restricted Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to secure debt, a joinder to the Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Equity Interests of such Restricted Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii4.02(a)(iii)); provided, any securing payment of all the Obligations of such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Restricted Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiaryparent, as the case may be, under the Loan Documents and constituting Liens on personal properties,
(iviii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Restricted Subsidiary and each direct and indirect parent of such Subsidiary or JV Restricted 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 documentsdocuments and other instruments of the type specified in Section 4.02(a)(iv)) 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 supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties such Restricted Subsidiary’s owned real property with a fair market value in accordance with their terms, andexcess of $20,000,000,
(viv) 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 acceptable to the Administrative Agent as to the matters contained in clauses (i), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) 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 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.
(b) At Upon the acquisition of any time upon request real property with a fair market value in excess of $20,000,000 by any Loan Party, then the Borrower shall, at the Borrower’s expense within 30 days after such acquisition, cause such Loan Party and each direct and indirect parent of such Loan Party (if it has not already done so) to (i) 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 and other instruments of the type specified in Section 4.02(a)(iv)) may be necessary or advisable in the opinion of the Administrative AgentAgent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such real property and (ii) deliver a signed copy of a favorable opinion, promptly execute addressed to the Administrative Agent and deliver any the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clause (b)(i) and all further instruments and documents and take all as to such other action matters as the Administrative Agent may deem necessary reasonably request.
(c) If, at any time and from time to time after the Closing Date, Subsidiaries that are “Non-Guarantor Subsidiaries” pursuant to clause (v) of the definition thereof comprise in the aggregate more than 2% of Consolidated Total Assets as of the end of the most recently ended fiscal quarter of the Borrower or desirable in obtaining have income equal to or greater than 2% of Consolidated Net Income of the full benefits ofBorrower for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Borrower, or (as applicable) in perfecting and preserving then the Liens ofBorrower shall, not later than 45 days after the date by which financial statements for such guaranties, supplements quarter are required to the Security Agreement and Pledge be delivered pursuant to this Agreement, and other security and pledge agreementscause one or more such Subsidiaries to become additional Loan Parties (notwithstanding that such Subsidiaries are, individually, not Material Subsidiaries) such that the foregoing condition ceases to be true.
Appears in 2 contracts
Samples: Credit Agreement (Health Management Associates Inc), Credit Agreement (Health Management Associates Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, or, should any Subsidiary no longer qualify as an Excluded Subsidiary, then the Borrower shall, within 30 thirty (30) days after such formation formation, acquisition, or acquisitionchange to non-Excluded Subsidiary (unless the Administrative Agent grants additional time therefor in Administrative Agent’s sole discretion), at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,Obligations;
(ii) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified in Section 4.01(a)(iii)); provided, that no Loan Party shall be required to pledge any Equity Interests issued by an Excluded Subsidiary, and no such supplements to the Pledge Security Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes issued by an Unpledgeable Excluded Subsidiary,;
(iviii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, ; and
(viv) 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), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 2 contracts
Samples: Credit Agreement (Ashford Inc.), Credit Agreement (Ashford Inc.)
Covenant to Guarantee Obligations and Give Security. (aI) Upon (A) the formation occurrence and during the continuance of a Default or acquisition (B) the Index Debt of BRW being rated lower than BB- by S&P or Ba3 by Xxxxx’x, then each Borrower shall, in each case at such Borrower’s expense and to the fullest extent permitted under the Certificate of Designation and the BCI 9% Indenture (it being acknowledged by the Agents that all actions required to be taken under this subsection (j)(I) on or prior to the Effective Date have already been taken):
(1) as soon as practicable but in any new direct or indirect Subsidiary or JV Subsidiary event by April 15, 2002, furnish to which more than 5.0% the Administrative Agent a description of the assets constituting real and personal properties of each of the Total Asset Value is attributable on an individual basis Loan Parties and their respective Subsidiaries (other than an the Excluded SubsidiaryEntities) (by street address and property type maintained at such address) in detail reasonably satisfactory to the Administrative Agent;
(2) by June 2, any CFC or a 2002, cause each Subsidiary that is held directly or indirectly by (other than the Excluded Entities and a CFC) by any Loan Party, then (to the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if extent it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementGuaranty Supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii3) furnish to the Administrative Agent a description of the real within 15 days thereafter duly execute and personal properties of deliver, and cause each such Subsidiary or JV Subsidiary, in detail satisfactory to (other than the Administrative Agent,
(iiiExcluded Entities) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent mortgages, pledges, assignments, security agreement supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery Agent, securing payment of all instruments specified the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties other than:
a. fiber in which an IRU has been granted prior to the date hereof or pursuant to Section 4.01(a)(iii5.02(e)(i) or 5.02(e)(viii)(B);
b. the Equity Interests of Wireless LLC held by Wireless Holdco;
c. the Spectrum Assets;
d. any item of real property of BRW or such Subsidiaries that has been irrevocably transferred under title documents satisfactory to the Agents to the Real Estate SPV under terms and conditions acceptable to the Agents (a “Transfer”); provided that if such real property is transferred out of the Real Estate SPV, the Real Estate SPV will be required to deliver mortgages, assignments, surveys (if requested by the Administrative Agent) and title insurance all in form and substance satisfactory to the Agents on such real property at or before the time of such transfer unless such real property is sold or otherwise transferred to a Person in a transaction permitted by Section 5.02(e);
e. any item of real property, the mortgage or Transfer, as the case may be, of which is prohibited by or would constitute a breach of or a default under or give rise to a right of termination under the underlying documentation, where despite the use of best efforts by BRW or such Subsidiaries to obtain a consent to so mortgage or Transfer, such consent cannot be obtained; provided that BRW or such Subsidiaries will attempt to obtain the consent to Transfer if a consent to mortgage any such property interest cannot be obtained;
f. any property interest that BRW has requested be excluded and as to which the Agents, after consultation with an independent consultant to be retained on behalf of the Agents (the “Consultant”), determine that a mortgage or Transfer, as the case may be, is not cost effective in relationship to the benefits to be received by the Lenders from the mortgage or Transfer of such property interest (a list of which real property interests excluded from the requirements of Section 5.01(j)(I) pursuant to clause (e) or (f) hereof will be provided to the Lenders as promptly as practicable by BRW); provided, however, that:
(A) for purposes of this Section 5.01(j)(I)(3), the use of “best efforts” will not require the payment of any monetary consideration or expending continued efforts to obtain such consent if BRW has diligently followed all agreed upon procedures in attempting to obtain such consent unless, after BRW advises that it cannot obtain a particular consent, the Agents, in their discretion reasonably exercised and in consultation with the Consultant, determine that the value to the Lenders of such collateral warrants paying additional consideration or expending continuing efforts to obtain such consent;
(B) notwithstanding the foregoing, the Agents may request that BRW or its Subsidiaries (including BCI and its Subsidiaries) grant mortgages on additional real property (other than real property that is held in the Real Estate SPV) and provide surveys, title insurance or other reports specified in Section 5.02(j)(I)(6) on any real property (other than real property that is held in the Real Estate SPV) at any time in their sole discretion; and
(C) in the event that there is a change in the circumstances which gave rise to any real property interest being excluded from the requirements of this Section 5.01(j)(I) or the restrictions which prevented delivering documents hereunder or consummating a Transfer of such real property no longer exist, BRW and its Subsidiaries (including BCI and its Subsidiaries) shall promptly Transfer such real property to the Real Estate SPV or execute and deliver to the Administrative Agent all applicable documents required to be delivered under this Section 5.01(j)(I);
(D) if (1) CBT ceases to be subject to all regulation relating to telecommunications businesses by all federal, state and local governmental authorities which prohibits, restricts or requires regulatory approval for the (x) pledging of assets or (y) incurrence of indebtedness, and (2) any action described in clause (x) or (y) could not in the determination of BRW reasonably exercised be expected to result in any such regulatory authority taking an action or refusing to take an action which action or refusal to take any action could have a material adverse effect on CBT, then CBT shall cease to be an Excluded Entity and shall as promptly as practicable deliver to the Administrative Agent supplements to the Pledge Agreement or other pledge agreements Security Agreements and Subsidiary Guaranties in form and substance satisfactory to the Administrative Agent and shall not be required as promptly as practicable take all steps necessary to comply with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,this Section 5.01(j).
(iv4) within 30 days thereafter, take, and cause such Subsidiary or JV Subsidiary and each direct and indirect such parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take take, whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 and security interests in the real and personal properties purported to be subject to the mortgages, pledges, assignments, security agreement supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.125.01(j), enforceable against all third parties in accordance with their terms, and,
(v5) within 35 days thereafter, 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 (x) as to the matters contained in clauses (i), 1) through (iii) and (iv4) 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, (y) as to the matters contained in clause (4) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (z) as to such other matters as the Administrative Agent may reasonably request.,
(b6) At any time as promptly as practicable thereafter, deliver to the Administrative Agent title search reports (review of which shall be limited to the verification of the transferees of such property except in the case of real properties for which mortgages are being delivered) on all real property held by BRW and its Subsidiaries (including BCI and its Subsidiaries but excluding Excluded Entities) as requested by the Administrative Agent, and upon the request of the Administrative Agent in its sole discretion, deliver 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 (review of which shall be limited to the verification of the transferees of such property except in the case of real properties for which mortgages are being delivered), 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 title insurance policies, surveys and engineering, soils and other reports, and environmental assessment reports will not be required for any real property that is held in the Real Estate SPV, provided further 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,
(7) 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 Administrative Agent’s 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 Subsidiary to take, as the case may be, all such other action as the Administrative Agent may deem necessary or desirable in 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,
(8) 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 Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements; provided, however, that the Agents, acting jointly, may extend any of the time limits set forth above by up to 30 days (or up to an additional (x) 90 days, solely in the case of obtaining required approvals or consents for the pledging of assets, or (y) 120 days, solely in the case of obtaining required regulatory approvals for the pledging of assets)(it being understood that the Agents will grant any requested extension pursuant to this proviso if such extension is required solely because of the need to obtain regulatory approvals and BRW, BCI and their Subsidiaries are using their best efforts to obtain such approvals); and
(II) Upon (A) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party (other than CBT or any of CBT’s Subsidiaries) or (B) the date on which (x) all Excluded Equity Agreements in effect on the date hereof that limit, restrict or prohibit the creation, pledge or assignment of a security interest in the Excluded Equity Interests (as defined in the Security Agreements) are no longer in effect or (y) the creation, pledge or assignment of such security interest is no longer prohibited, then each Borrower shall, in each case at such Borrower’s expense:
(1) within 10 days thereafter, cause each Subsidiary, to duly execute and deliver to the Security Agreement Administrative Agent a guaranty or Guaranty Supplement, in form and Pledge Agreementsubstance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(2) within 15 days thereafter 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 Administrative Agent pledges, assignments, security agreement supplements and other security 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, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such personal property,
(3) within 30 days thereafter, take, and cause such Subsidiary or such parent to take, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements) 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 and security interests in the personal property purported to be subject to the 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,
(4) within 35 days thereafter, 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 (x) as to the matters contained in clauses (1) through (3) 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, (y) as to the matters contained in clause (3) above, as to such recordings, filings, and other actions being sufficient to create valid perfected Liens on such properties, and (z) as to such other matters as the Administrative Agent may reasonably request, and
(5) 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 Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, pledges, assignments, security agreement supplements and pledge security agreements.
Appears in 2 contracts
Samples: Credit Agreement (Broadwing Inc), Credit Agreement (Broadwing Communications Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon Prior to or concurrently with the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyCredit Party (or in the case of formation of any new Subsidiary in connection with a Permitted Acquisition, prior to or concurrently with the earlier of (x) the consummation of such Permitted Acquisition and (y) the date such Subsidiary otherwise acquires material assets), then the Borrower Borrowers shall, within 30 days after such formation or acquisition, at the Borrower’s Borrowers’ expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementjoinder to the Credit Documents as an additional Borrower under the Credit Documents, together with a certified copy of its Organizational Documents and resolutions authorizing the above actions, each, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,;
(ii) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,;
(iii) to the fullest extent permitted by applicable Laws, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements a Mortgage, substantially in the form set forth at Exhibit F hereto (with such changes as may be satisfactory to the Security Agreement Administrative Agent and Pledge Agreement its counsel to account for local law matters) and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all instruments specified Pledged Debt and Pledged Equity in Section 4.01(a)(iiiand of such Subsidiary)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,such parent, as the case may be, under the Credit Documents and constituting Liens on all such real and personal properties (other than Excluded Collateral);
(iv) to the fullest extent permitted by applicable Laws, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements to the Security Agreement and Pledge Agreement Mortgages and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and;
(v) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy copies of a favorable opinionopinions, addressed to the Administrative Agent and the other Secured Parties, of counsel counsel(s) for the Loan Credit Parties reasonably 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 Administrative Agent may reasonably request; and
(vi) 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 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) Prior to or concurrently with the acquisition of any property by any Credit Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject to any Permitted Liens) in favor of the Administrative Agent, then the Borrowers shall, at the Borrowers’ expense:
(i) furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent;
(ii) to the fullest extent permitted by applicable Laws, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Mortgages 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 Credit Party under the Credit Documents and constituting Liens on all such properties (other than Excluded Collateral);
(iii) to the fullest extent permitted by applicable Laws, 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) 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) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, signed copies of favorable opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel(s) 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
(v) 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 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,
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrowers shall, at the Borrower’s expense, promptly:
(i) furnish to the Administrative Agent a description of the real and personal properties of the Credit Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent; and
(ii) 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 any Credit Party or its Subsidiaries, title reports, surveys and engineering, flood insurance confirmations or certificates, as applicable, 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 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, Mortgages and other security and pledge agreements.
Appears in 2 contracts
Samples: Credit Agreement (Stonemor Partners Lp), Credit Agreement (Stonemor Partners Lp)
Covenant to Guarantee Obligations and Give Security. If
(a) Upon the formation or acquisition of any new direct or indirect a Restricted Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC ) of the Parent Borrower is formed or acquired after the Closing Date or (b) an Excluded Subsidiary ceases to constitute an Excluded Subsidiary (but remains a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shallRestricted Subsidiary), within 30 days five Business Days after the date such formation Restricted Subsidiary is formed or acquisitionacquired or such Excluded Subsidiary ceases to constitute an Excluded Subsidiary, at as applicable, notify the Borrower’s expenseCollateral Agent thereof and, within 20 Business Days after the date such Restricted Subsidiary is formed or acquired or such Subsidiary ceases to constitute an Excluded Subsidiary (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower will or will cause such Restricted Subsidiary to:
(i) cause such Subsidiary or JV Restricted Subsidiary, and cause each the direct and indirect parent of such Subsidiary or JV Restricted Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent (x) a guaranty or guaranty supplementsupplement to the Guarantee and Collateral Agreement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to Documents and covering the Administrative Agent a description of the real and personal properties property of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, Restricted Subsidiaries as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Debt and Pledged Equity in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii4.01(a)(i)); provided, any securing payment of all the Obligations of such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Restricted Subsidiary or JV Subsidiary or other direct or indirect parent such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties and (y) in the case of such Subsidiary or JV a Restricted Subsidiary that constitutes an Unpledgeable Subsidiary,owns Inventory, a Joinder Agreement;
(ivii) cause such Subsidiary or JV Subsidiary and each the direct and indirect parent of such Subsidiary or JV Restricted Subsidiary (if it has not already done so) to take whatever action (including 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 personal properties purported to be subject to supplements to the Security Guarantee and Collateral Agreement and Pledge Agreement and security and pledge agreements supplements thereto delivered pursuant to this Section 6.126.10, enforceable against all third parties in accordance with their terms, ; and
(viii) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole 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 reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (ivii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 2 contracts
Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect wholly-owned Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Approved Captive Insurance Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Approved Captive Insurance Subsidiary), then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Mortgages, Security Agreement and Pledge Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Securities in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch 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 or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 reasonably 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 supplements to the Mortgages, Security Agreement and Pledge 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, andterms 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),
(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 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 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 Material Owned Real Property, title reports, surveys, opinions, life of loan flood hazard determinations and such other documentation as reasonably required by the Administrative Agent, 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 (subject to Liens permitted under Section 7.01), then the Borrower shall, at the Borrower’s expense:
(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within 30 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent a Mortgage, 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 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 reasonable, 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 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),
(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 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 Material Owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property, a Mortgage, title reports, opinions, surveys, life of loan flood hazard determinations and any and all other documentation as reasonably required by the Administrative Agent, 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,
(ii) within 15 days after such request, duly execute and deliver, and cause each 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 Administrative Agent Mortgages, 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 Securities and Intercompany Notes 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, take, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) 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 reasonably 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 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 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),
(iv) within 60 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 reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after 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, opinions, surveys, life of loan flood hazard determinations and such other documentation as reasonably required by the Administrative Agent 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) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Mortgages, Security Agreement and Pledge AgreementSupplements, IP Security Agreement Supplements and other security and pledge agreements.
(e) With respect to any captive insurance subsidiary to be formed after the Closing Date, if no Default or Event of Default shall exist and be continuing, the Borrower may request in writing to the Administrative Agent that such Subsidiary be designated an Approved Captive Insurance Subsidiary. Such request shall set forth the jurisdiction of organization of such Subsidiary, descriptions of any insurance, reinsurance, insurance fronting arrangements, material contracts and investments proposed to be entered into by such subsidiary and include all other such documents, instruments, agreements and certificates as the Administrative Agent may reasonably request. Upon receipt of such notice, the Administrative Agent may designate such Subsidiary as an Approved Captive Insurance Subsidiary.
Appears in 2 contracts
Samples: Credit Agreement (Gentiva Health Services Inc), Credit Agreement (Gentiva Health Services Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of after the assets constituting the Total Asset Value is attributable on an individual basis Closing Date (other than an any Excluded Subsidiary, any CFC or so long as a Subsidiary that is held directly or indirectly by a CFCmaterial adverse tax consequence would result therefrom) by any Loan Credit Party, then the Borrower Credit Parties shall, within 30 days after such formation or acquisition, at the Borrower’s Credit Parties' expense:
(i) Notify the Administrative Agent in writing either prior to or no later than the date of formation or acquisition of such Subsidiary of the formation or acquisition of such Subsidiary,
(ii) within fifteen (15) Business Days after receipt thereof, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV (other than Excluded Subsidiary (if it has not already done soexcluded from the requirements due to material adverse tax consequences), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, Guarantee guaranteeing the other Loan Credit Parties’ ' obligations under the Loan Documents,
(iiiii) 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 or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iiiiv) within fifteen (15) Business Days after receipt thereof, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreementsDocuments, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all instruments specified certificates representing the Capital Stock in Section 4.01(a)(iiiand of such Subsidiary)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(ivv) within thirty (30) Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 documentsdocuments 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 on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.11, enforceable against all third parties in accordance with their terms,
(vi) simultaneously with delivery of the Security Documents required pursuant to this Section 6.11, 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 Credit Parties reasonably 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 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12such property, enforceable against all third parties in accordance with their terms, andparties,
(viv) 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 Loan Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), ii) and (iii) and (iv) above, 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 such real property, flood zone determination forms, flood insurance certificates, to the extent applicable, 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 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, and
(vi) 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.
(bc) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guarantiesSecurity Documents.
(d) Notwithstanding the foregoing, supplements 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 Agreement Documents to the extent that the Administrative Agent, in its sole and Pledge Agreementabsolute discretion, and other security and pledge agreementsdetermines that such action would not provide material credit support for the benefit of the holders of the Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Intersections Inc), Credit Agreement (Intersections Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an any Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower Borrowers shall, at the Borrowers’ expense:
(i) promptly, and in any event within 30 five (5) days after such formation or acquisition, at the Borrower’s expense:
(iA) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
, and (iiB) furnish to the Administrative Agent (x) documentation of the type described in Sections 4.01(a)(xiii) and (xiv) and (y) a description of the real and personal properties of such Subsidiary or JV (including any Vessels to be owned by such Subsidiary), in detail satisfactory to the Administrative Agent,
(iiiii) promptly, but in any event, within 10 days after such formation or acquisition, (A) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement applicable Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including including, without limitation, delivery of all instruments specified Securities Collateral in Section 4.01(a)(iiiand of such Subsidiary)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,
such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties and (ivB) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the recording of Preferred Vessel Mortgages, the filing of Uniform Commercial Code financing statementsstatements (or the equivalent in any foreign jurisdiction), 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement Collateral Documents and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and,
(viii) within 10 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 acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (ivii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(iv) 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 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 Borrowers shall, at the Borrowers’ expense:
(i) within 5 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 10 days after such acquisition, (A) cause the applicable Loan Party to duly execute and deliver to the Administrative Agent any applicable Collateral Documents (as applicable) 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 and (B) cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements (or the equivalent in any foreign jurisdiction), 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,
(iii) within 10 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 clause (ii) above and as to such other matters as the Administrative Agent may reasonably request, and
(iv) as promptly as practicable after any acquisition of a 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 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 Borrowers shall, at the Borrowers’ expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of any Vessel, 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 any applicable Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including, without limitation, delivery of all Securities Collateral and Pledged Debt in and of such Subsidiary), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each Loan Party to take, whatever action (including the recording of Preferred Vessel Mortgages, the filing of Uniform Commercial Code financing statements (or the equivalent in any foreign jurisdiction), 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 the properties purported to be subject to applicable Collateral Documents 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 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 sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrowers and their Subsidiaries, 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 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreementsecure debt, mortgages, leasehold mortgages, leasehold deeds of trust, any applicable Collateral Documents and other security and pledge agreements. Nothing contained in this Section 6.12 shall be deemed to provide consent or permission to any Loan Party to acquire all or any portion of the assets or Equity Interests in any Person.
Appears in 2 contracts
Samples: Credit Agreement (TBS International PLC), Credit Agreement (TBS International PLC)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded any Unrestricted Subsidiary, any CFC or a CFC, a Subsidiary that is held directly or indirectly by a CFCCFC or any Domestic Subsidiary that is a disregarded entity for U.S. federal income tax purposes if substantially all of the assets of such Domestic Subsidiary consist of Equity Interests in one or more Foreign Subsidiaries) by any Loan Party, then the Borrower shall, at the Borrower’s expense, within 30 days the time period specified below unless the Administrative Agent in its sole discretion consents to an extension thereof:
(i) within 10 Business Days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementcounterpart to this Agreement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description of the real and personal properties of within 15 Business Days after such Subsidiary formation or JV Subsidiaryacquisition, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement Collateral Documents and other security and pledge agreementsagreements covering the personal property of such Subsidiaries, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Debt and Pledged Equity in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties,
(iviii) within 15 Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 personal properties purported to be subject to supplements to Collateral Documents, as applicable, and the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(viv) within 15 Business 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 Credit Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) Subject to the Intercreditor Agreement, promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgages on each parcel of Real Estate owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $5.0 million as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 7.01). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens acceptable to the Administrative Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Estate (including (i) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or applicable state title policy in form and substance, with endorsements and in amounts acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and as the Administrative Agent may reasonably deem necessary or desirable (a “Mortgage Policy”), (ii) a Survey, (iii) the Flood Documentation and (iv) a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage).
(c) Concurrently with the guarantee by any direct or indirect Domestic Subsidiary that is a Restricted Subsidiary of any obligations under the Term Loan Documents, cause such direct or indirect Subsidiary to guarantee the Obligations of the Loan Parties hereunder and otherwise comply with the requirements of this Section 6.12.
(d) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, supplements to the Security Agreement and Pledge Agreement, Collateral Documents and other security and pledge agreements.
(e) Subject to the terms of the Intercreditor Agreement and prior to the satisfaction of the Discharge of Term Obligations, with respect to any obligation under this Section 6.12 or any Collateral Document to deliver possession or control of any Collateral on which there is a Second Priority Lien by the Collateral Agent, such obligation shall be deemed satisfied by the delivery of possession or control of such Collateral to the “collateral agent” for the Term Facility (holding for the benefit of the Collateral Agent for the Credit Parties).
Appears in 2 contracts
Samples: Credit Agreement (Container Store Group, Inc.), Credit Agreement (Container Store Group, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary by any Loan Party, the Borrowers shall, at the Borrowers’ expense:
(i) within 10 days after such formation or JV acquisition, cause such Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary), and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,Documents (each such guaranty or guaranty supplement, a “Subsidiary Guaranty”);
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,;
(iii) within 15 days after such formation or acquisition, cause such Subsidiary (other than any CFC or JV a Subsidiary that is held directly or indirectly by a CFC) and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements a joinder to the Security Agreement and Pledge Agreement and the other security agreements and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Collateral (as defined in the Pledge Agreement) in and of such Subsidiary (except that the Pledged Collateral shall be limited to 65% of the equity of such Subsidiary in the case of a CFC or a Subsidiary that is held directly or indirectly by a CFC), and other instruments of the type specified in Section 4.01(a)(iii4.1(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,such parent, as the case may be, under the Loan Documents and constituting Encumbrances on all such personal properties;
(iv) deliver to the Administrative Agent, within 15 days after such formation or acquisition, Landlord Waivers, executed by each of the lessors of any of the leased real properties of such Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC), unless waived by the Administrative Agent;
(v) within 30 days after such formation or acquisition, cause such Subsidiary (other than any CFC or JV a Subsidiary that is held directly or indirectly by a CFC) and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever additional action (including the filing of Uniform Commercial Code financing statements, statements and the giving of notices and the endorsement of notices on title documentsnotices) as may be reasonably 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 Encumbrances on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and the other security agreements and pledge agreements delivered pursuant to this Section 6.126.12(a), enforceable against all third parties in accordance with their terms;
(vi) within 45 days after such formation or acquisition, cause such Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) to comply with the requirements of Sections 4.1(a)(iv), (v), (xi) and (xviii) with respect to any Fee Property held thereby; and
(vvii) 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 opinionone or more opinions, in form and substance reasonably acceptable to the Administrative Agent, 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), (iiiii) and (ivv) above, and as to such other matters set forth on Exhibit I attached hereto as the Administrative Agent may reasonably request.
(b) Upon the acquisition of any property by any Borrower or any Subsidiary, if such property, in the reasonable 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 such Borrower shall, at the Borrowers’ expense:
(i) within 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 15 days after such acquisition, deliver to the Administrative Agent Landlord Waivers, executed by each of the lessors of any newly acquired leased real properties, unless waived by the Administrative Agent,
(iii) within 15 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent, a joinder to the Security Agreement and the other security agreements 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 Encumbrances on all such properties,
(iv) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) may be reasonably 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 Encumbrances on the properties purported to be subject to the Security Agreement and the other security agreements and pledge agreements delivered pursuant to this Section 6.12(b), enforceable against all third parties in accordance with their terms, and
(v) if the acquired property is a Fee Property, within 45 days after such acquisition, cause the applicable Loan Party to comply with the requirements of Sections 4.1(a)(iv), (v), (xi) and (xviii) with respect thereto; and
(vi) 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 one or more opinions, in form and substance reasonably acceptable to the Administrative Agent, 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 (iii) and (iv) above and as to such other matters set forth on Exhibit I attached hereto as the Administrative Agent may reasonably request.
(c) At any time upon request of the Administrative Agent, the Borrowers shall promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens Encumbrances of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreementsDocuments.
Appears in 1 contract
Samples: Credit Agreement (Star Buffet Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Material Domestic Subsidiaries by any Loan Party, or if an existing Subsidiary or JV becomes a Material Domestic Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiarythan, in any CFC or such case, a Material Domestic Subsidiary that is held directly or indirectly by a CFC), or if an existing Subsidiary is designated as a Designated Subsidiary in accordance with the requirements of Section 6.12(f), and subject in each case to the provisions of Section 6.12(e) by any Loan Partyhereof, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) except during a Guaranty Release Period, within 15 days after such formation, acquisition or designation, cause such Material Domestic Subsidiary or JV Designated Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), unless such parent is a CFC, a Material Domestic Subsidiary that is held directly or indirectly by a CFC, a Receivables Subsidiary or a Special Purpose Vehicle, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementsupplement in the form of Exhibit F hereto or (if a guaranty in the form of Exhibit F hereto has already been executed by another Subsidiary Guarantor) Exhibit A thereto, in form and substance satisfactory to as the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documentscase may be,
(ii) except if the Collateral Release Date has occurred, within 10 days after such formation, acquisition or designation, furnish to the Administrative Agent a description of the real and personal properties of such Material Domestic Subsidiary or JV Designated Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) except if the Collateral Release Date has occurred, within 20 days after such formation, acquisition or designation, cause such Material Domestic Subsidiary or JV Designated Subsidiary and each direct and indirect parent of such Material Domestic Subsidiary or JV Designated Subsidiary (if it has not already done so) ), unless such parent is a CFC, a Material Domestic Subsidiary that is held directly or indirectly by a CFC, a Receivables Subsidiary or a Special Purpose Vehicle, to duly execute and deliver deliver, to the Administrative Agent supplements to the deeds of trust, trust deeds, mortgages, Security Agreement and Pledge 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 Interests in and of such Material Domestic Subsidiary or Designated Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any securing payment of all the Obligations of such supplements to Material Domestic Subsidiary, Designated Subsidiary or parent, as the Pledge Agreement case may be, under the Loan Documents and constituting Liens on all real and personal properties of such Material Domestic Subsidiary, Designated Subsidiary or other pledge agreements shall not be required with respect to any parent that constitute Collateral (excluding therefrom the Equity Interests in such any CFC, a Material Domestic Subsidiary or JV Designated Subsidiary that is held directly or indirectly by a CFC, Receivables Subsidiary or other direct Special Purpose Vehicle), provided, that (A) there shall be no obligation to deliver mortgages or indirect parent similar instruments in respect of (1) any leasehold interests of such Material Domestic Subsidiary or JV Designated Subsidiary that constitutes an Unpledgeable or (2) any fee simple property of such Material Domestic Subsidiary or Designated Subsidiary, unless such fee simple property has a fair market value in excess of $10,000,000,
(iv) except if the Collateral Release Date has occurred, within 35 days after such formation, acquisition or designation, cause such Material Domestic Subsidiary or JV Designated Subsidiary and each direct and indirect parent of such Material Domestic Subsidiary or JV Designated Subsidiary (if it has not already done so) ), unless such parent is a CFC, a Material Domestic Subsidiary that is held directly or indirectly by a CFC, a Receivables Subsidiary or a Special Purpose Vehicle, 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 the properties purported to be subject to supplements to the deeds of trust, trust deeds, mortgages, Security Agreement and Pledge 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,
(v) except if the Collateral Release Date has occurred or during any Guaranty Release Period, within 60 days after such formation, acquisition or designation, 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 Administrative Agent may reasonably request., and
(bvi) At any time except if the Collateral Release Date has occurred, as promptly as practicable after such formation, acquisition or designation, deliver, upon the request of the Administrative AgentAgent in its sole discretion, promptly execute and deliver any and all further instruments and documents and take all such other action as to the Administrative Agent may deem necessary with respect to each parcel of fee simple real property owned or desirable held by such Material Domestic Subsidiary or Designated Subsidiary with a fair market value in obtaining excess of $10,000,000, title insurance, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the full benefits ofAdministrative Agent; provided, however, that to the extent that any Loan Party or (as applicable) in perfecting and preserving any of its Subsidiaries shall have otherwise received any of the Liens offoregoing items with respect to such real property, such guarantiesitems shall, supplements promptly after the receipt thereof, be delivered to the Security Agreement and Pledge Agreement, and other security and pledge agreementsAdministrative Agent.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreements, Security Agreement and Supplements, Pledge Agreements, Pledge Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified pledged interests in Section 4.01(a)(iiiand of such Subsidiary, and other Equity Interests)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Secured Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties and assets,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, the Security Agreement and Pledge Agreement Supplements, and security and pledge agreements delivered pursuant to this Section 6.126.13, enforceable against all third parties in accordance with their terms, and
(v) 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 any real property of such Subsidiary the items set forth in subsections (b) (unless waived by the Administrative Agent as to immaterial properties), (c) (if requested by the Administrative Agent), (d) (unless waived by the Administrative Agent as to immaterial properties), (h), (i), (j), (k) and (l) of Section 6.12.
(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 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 15 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 Agreements, Security Agreement Supplements, Pledge Agreements, Pledge 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 Secured Obligations and constituting Liens on all such properties, including real estate, in each case to the extent necessary to perfect first priority Liens in favor of the Administrative Agent for the benefit of the Secured Parties on all such properties (or in any representative of the Administrative Agent designated by it), enforceable against all third parties, subject to the Liens permitted under Section 7.01,
(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 perfect first priority Liens in favor of the Administrative Agent for the benefit of the Secured Parties on all such properties (or in any representative of the Administrative Agent designated by it), enforceable against all third parties,
(iv) unless waived by the Administrative Agent, 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 (i), 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, if requested by the Administrative Agent deliver to the Administrative Agent with respect to such real property a subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each of the lessees of such real property, in each case in form and substance acceptable to the Administrative Agent (the Borrower shall use its best efforts to obtain such agreements and certificates, but the failure to obtain such agreements and certificates shall not constitute an Event of Default).
(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 satisfactory to the Administrative Agent,
(ii) within 15 days after such request, duly execute and deliver, and cause each 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, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all pledged equity and pledged debt in and of such Subsidiary, and otherwise), securing payment of all the Secured Obligations of the Borrower and the Subsidiaries under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each Subsidiary 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 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, and security and pledge agreements delivered pursuant to this Section 6.13, enforceable against all third parties in accordance with their terms, and
(iv) within 60 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, the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request., and
(bd) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge AgreementSupplements, and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Media General Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Unrestricted Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty and/or upon any existing Unrestricted Subsidiary or Inactive Subsidiary ceasing to be designated as such as provided in the respective definitions of such terms in Section 1.01, then then, subject to the Borrower defined term “Guarantor” and to the extent such Subsidiary’s assets are not Excluded Property, Borrowers shall, at Borrowers’ expense, within 30 days after such formation formation, acquisition or acquisition, at conversion from an Unrestricted Subsidiary or Inactive Subsidiary status subject to the Borrower’s expenseprovisions of the defined term “Unrestricted Subsidiary”:
(ia) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, joinder agreement substantially in the form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,of Exhibit I (a “Joinder Agreement”);
(iib) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,, together with the documentation, evidence, consents and other items called for by Section 5.01;
(iiic) cause such Subsidiary or JV Subsidiary Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to become a Guarantor and to xxxxx x Xxxx against all of its assets (other than Excluded Property) to duly execute by executing and deliver delivering to the Administrative Agent supplements to on behalf of the Security Agreement and Pledge Agreement and other security and pledge agreementsSecured Parties such Collateral Documents, as specified by and in form and substance satisfactory to the Administrative Agent, as the Administrative Agent (including delivery of all instruments specified in Section 4.01(a)(iii)); provided, any shall deem appropriate for such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,purpose;
(ivd) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code or PPSA 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 on behalf of the Administrative Agent designated by it) Secured Parties valid and subsisting Liens on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements Collateral Documents delivered pursuant to this Section 6.127.18, enforceable against all third parties in accordance with their terms, and;
(ve) if requested by the Administrative Agent, execute and deliver to the Administrative AgentAgent on behalf of the Secured Parties a Security Agreement and all certificates (or other evidence acceptable to Lender) evidencing the issued and outstanding Equity Interests of any such Subsidiary which shall be endorsed or accompanied by stock powers executed in blank, as applicable; and
(f) 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 (ia), (iiic), (d) and (ive) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 1 contract
Samples: Loan Agreement (Omega Protein Corp)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition (including, without limitation, for all purposes of this Section 6.12, any formation or acquisition pursuant to a Delaware LLC Division) of any new direct or indirect Domestic Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an any Excluded Subsidiary or Immaterial Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty (provided that any Domestic Subsidiary ceasing to be an Excluded Subsidiary or Immaterial Subsidiary shall be deemed to constitute an acquisition of such subsidiary for purposes of this Section 6.12), then the Borrower Borrowers shall, at the Borrowers’ expense:
(i) within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan DocumentsObligations,
(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Agent, Security Agreement and Pledge Agreement Supplements, Perfection Certificate, Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified in Section 4.01(a)(iii)); providedcertificates with appropriate transfer powers, any such supplements to if any, representing the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent and of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary, and other similar instruments as required by the Administrative Agent), securing payment of all the Obligations and constituting Liens on all such real and personal properties other than Excluded Property,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement Supplements, Intellectual Property Security Agreements 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 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 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 Administrative Agent may reasonably request, and
(vi) with respect to each parcel of Material Real Property owned or held by any entity that is the subject of such formation or acquisition, cause such entity to satisfy the Mortgage Requirement within 90 days of such formation or acquisition (or at such later time as the Administrative Agent may reasonably agree to in its discretion).
(b) Upon the acquisition of any property (including any Equity Interests in any Subsidiary) 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 Borrowers shall, at the Borrowers’ expense:
(i) within 30 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 Security Agreement Supplements, Intellectual Property Security 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 and constituting Liens on all such properties other than Excluded Property,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements 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 other than Excluded Property, enforceable against all third parties, and
(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 as to such other matters as the Administrative Agent may reasonably request.
(c) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge AgreementSupplements, Intellectual Property Security Agreements and other security and pledge agreements. Each time period set forth in this Section 6.12 may be extended by the Administrative Agent in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (International Money Express, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower Borrowers shall, at the Borrowers’ expense:
(i) within 30 15 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty, guaranty supplement, or joinder in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement secure debt, mortgages, joinders, and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary to the Administrative Agent, and other instruments of the type specified in Section 4.01(a)(iii4.01(a)(v)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting first priority Liens on all such real and personal properties,
(iv) within 45 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 Liens on the properties purported to be subject to supplements the deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement secure debt, mortgages 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 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 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 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, property condition assessments 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.
(b) At Upon the acquisition of any time upon request property by any Loan Party, if such property, in the judgment of the Administrative Agent, promptly shall not already be subject to a perfected first priority security interest (subject to Liens permitted pursuant to Section 7.01(i)) in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrowers shall, at the Borrowers’ expense:
(i) within 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 30 days after such acquisition, cause the applicable Loan Party to duly execute and deliver any and all further instruments and documents and take all such other action as to the Administrative Agent may deem necessary or desirable in obtaining the full benefits ofdeeds of trust, or (as applicable) in perfecting and preserving the Liens oftrust deeds, such guarantiesdeeds to secure debt, supplements to the Security Agreement and Pledge Agreementmortgages, joinders, 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 first priority Liens on all such properties,
(iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary 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 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 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 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, property condition assessments, 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,
Appears in 1 contract
Samples: First Lien Credit Agreement (Prospect Medical Holdings Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an (v) any Excluded Subsidiary, (w) any Captive Insurance Company Subsidiary, (x) any CFC or a Subsidiary that is held directly or indirectly by a CFC, (y) any Designated Subsidiary and (z) Denny’s Employee Disaster Relief Fund, Inc. (for so long as such entity remains a charitable entity under Section 501(c)(3) of the Code)) by any Loan Party, then the Borrower shall promptly, and in any event within three (3) Business Days thereafter, notify the Administrative Agent of the occurrence of such event and, at the Administrative Agent’s request, the Borrower shall, at the Borrower’s expense (and within 30 the time periods set forth in this Section 6.12(a) or at such later date as agreed to by the Administrative Agent):
(i) within 10 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Guarantee and Collateral Agreement Supplements, IP Security Agreement and Pledge Agreement supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Stock in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all personal properties,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, statements and the giving of notices and the endorsement of notices on title documentsnotices) 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 supplements to the Guarantee and Collateral Agreement Supplements, IP Security Agreement and Pledge 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 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 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 Administrative Agent may reasonably request.
(b) 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 (and within the time periods set forth in this Section 6.12(b) or such later date as agreed to by the Administrative Agent):
(i) within 10 days after such request, furnish to the Administrative Agent a description of the 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 and Subsidiary (other than (v) any Excluded Subsidiary, (w) any Captive Insurance Company Subsidiary, (x) any CFC or a Subsidiary that is held directly or indirectly by a CFC, (y) any Designated Subsidiary and (z) Denny’s Employee Disaster Relief Fund, Inc. (for so long as such entity remains a charitable entity under Section 501(c)(3) of the Code)) of each Loan Party (if it has not already done so) to duly execute and deliver, to the Administrative Agent Guarantee and Collateral Agreement Supplements, IP Security Agreement supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Stock and Pledged Debt Securities in and of such Loan Party and such Subsidiary, as applicable, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each Loan Party and Subsidiary (other than (v) any Excluded Subsidiary, (w) any Captive Insurance Company Subsidiary, (x) any CFC or a Subsidiary that is held directly or indirectly by a CFC, (y) any Designated Subsidiary and (z) Denny’s Employee Disaster Relief Fund, Inc. (for so long as such entity remains a charitable entity under Section 501(c)(3) of the Code)) of each Loan Party to take, whatever action (including the filing of Uniform Commercial Code financing statements and 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 on the properties purported to be subject to Guarantee and Collateral 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, and
(iv) within 60 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.
(c) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Guarantee and Collateral Agreement Supplements, IP Security Agreement and Pledge Agreement, supplements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Dennys Corp)
Covenant to Guarantee Obligations and Give Security. (a) Upon upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Credit Party, then the Borrower Parent Guarantor shall, at the Credit Parties’ expense:
(i) within 30 days after such formation or acquisitionacquisition (or such longer period of time as the Administrative Agents may agree in their sole discretion), at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the each Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the such Administrative Agent, guaranteeing the other Loan Parties’ obligations under Term Obligations and the Loan DocumentsRevolving Obligations, respectively,
(ii) within 30 days after such formation or acquisition (or such longer period of time as the Administrative Agents may agree in their sole discretion), furnish to the each Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the each Administrative Agent,
(iii) within 30 days after such formation or acquisition (or such longer period of time as the Revolving Administrative Agent may agree in its sole discretion), cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Revolving Administrative Agent supplements to the Security Agreement and Pledge Agreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Revolving Administrative Agent (including including, to the extent certificated, delivery of all instruments specified in Section 4.01(a)(iii)); provided, any such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any pledged Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent and of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary), securing payment of all the Revolving Obligations and constituting Liens on all such properties (other than Excluded Property),
(iv) within 30 days after such formation or acquisition (or such longer period of time as the Revolving Administrative Agent may agree in its sole discretion), cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action those actions (including the filing of Uniform Commercial Code financing statements, statements and the giving of notices and notices) deemed reasonably necessary by the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Revolving Administrative Agent to vest in the Revolving Administrative Agent (or in any representative of the Revolving Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement supplements and security and pledge agreements delivered pursuant to this Section 6.125.19, enforceable against all third parties in accordance with their terms, and
(v) within 60 days after such formation or acquisition, deliver to the Revolving Administrative Agent, upon the request of the Revolving Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Revolving Administrative Agent and the other Revolving Secured Parties, of counsel for the Loan Credit Parties acceptable to the Revolving Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Revolving Administrative Agent may reasonably request.
(b) Upon the acquisition of any property (other than any Excluded Property) by any Credit Party, if such property, in the reasonable judgment of the Revolving Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Revolving Administrative Agent for the benefit of the Revolving Secured Parties, unless the Revolving Administrative Agent determines that the burden or cost of obtaining or perfecting a security interest therein outweighs the benefit to the Revolving Secured Parties of the Security afforded thereby, then the Parent Guarantor shall, at the Credit Parties’ expense:
(i) within 30 days after such acquisition (or such shorter period of time as the Administrative Agents may agree in their sole discretion), furnish to the Revolving Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Revolving Administrative Agent,
(ii) within 30 days after such acquisition (or such shorter period of time as the Administrative Agents may agree in their sole discretion), cause the applicable Credit Party to duly execute and deliver to the Revolving Administrative Agent Security Agreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Revolving Administrative Agent, securing payment of all the Revolving Obligations and constituting Liens on all such properties,
(iii) within 30 days after such acquisition (or such shorter period of time as the Revolving Administrative Agent may agree in its sole discretion), cause the applicable Credit Party to take those actions (including the filing of Uniform Commercial Code financing statements and the giving of notices) deemed reasonably necessary by the Revolving Administrative Agent to vest in the Revolving Administrative Agent (or in any representative of the Revolving Administrative Agent designated by it) valid Liens on such property, enforceable against all third parties, and
(iv) within 60 days after such acquisition, deliver to the Revolving Administrative Agent, upon the request of the Revolving Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Revolving Administrative Agent and the other Revolving Secured Parties, of counsel for the Credit 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 Revolving Administrative Agent may reasonably request.
(c) At any time upon request of the either Administrative Agent, the Parent Guarantor shall, and shall cause each Restricted Entity to, promptly execute and deliver any and all further instruments and documents and take all such other action as the such Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Agreement, supplements and other security and pledge agreements. Notwithstanding this Section 5.19, (i) no foreign law security or pledge agents shall be required, (ii) so long as no Event of Default is continuing (and while an Event of Default is continuing unless otherwise requested by the Required Revolving Lenders), actions to perfect security interests in cash and deposit accounts other than the filing of UCC financing statements shall not be required, and (iii) security interests shall not be required in real property acquired after the Closing Date which is not designated as Eligible Real Property and (iv) security interests shall not be required in respect of any Excluded Property.
(d) At any time when (i) the Borrowing Base Certificates delivered for the two months most recently ended demonstrate that for each such month the Total Revolving Credit Outstandings less the sum of 85% of the value of the Eligible Accounts and 55% of the value of the Eligible Inventory (in each case, as set forth in each such Borrowing Base Certificate for each such month) exceeds an amount equal to 25% of an amount equal to 60% of the value of the Eligible Real Property (as set forth in each such Borrowing Base Certificate for each such month) or (ii) an Event of Default is continuing, the Borrower shall deliver such appraisals of the Eligible Real Property as may be reasonably requested by the Required Revolving Lenders.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Following (ax) Upon the formation or acquisition of any new direct or indirect wholly-owned Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an any Excluded Subsidiary, BCE, any CFC Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a CFCForeign Subsidiary) by any Loan Party, or (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) if such property, in the reasonable 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 Company shall, within 30 days after such formation or acquisition, at the BorrowerCompany’s expense:
(ia) on the later of sixty (60) days after such an event or at the time of delivery of the Compliance Certificate set forth in Section 7.01(d), cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ Company’s obligations under the Loan Documents,
(iib) furnish to on the Administrative Agent a description later of sixty (60) days after such an event or at the time of delivery of the real and personal properties of such Subsidiary or JV SubsidiaryCompliance Certificate set forth in Section 7.01(d), in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreementsSupplemental Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (or in substantially the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests in and of such Subsidiary (limited to 65% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 4.01(a)(iii5.01(a)(iii)); provided, any such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,and
(ivc) at the time of delivery of the Compliance Certificate set forth in Section 7.01(d), cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action any actions required under the Security Agreement (including the filing of Uniform Commercial Code 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 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 on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements Supplemental Collateral Documents delivered pursuant to this Section 6.127.10; provided that with respect to after-acquired property of any Loan 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), enforceable against all third parties in accordance with their terms, and
(v) deliver to such Loan Party may satisfy the Administrative Agent, upon requirements of this Section 7.10 at the request time of delivery of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed next certificate required pursuant 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 (iSection 7.01(b), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Madison Square Garden Entertainment Corp.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, at the Borrower's expense:
(i) within 30 45 days (or such longer period as the Administrative Agent may agree) after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, supplement guaranteeing the other Loan Parties’ ' obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description of the real and personal properties of Documents on terms consistent with Article 10 hereof, with such Subsidiary or JV Subsidiary, in detail satisfactory changes thereto as may be reasonably acceptable to the Administrative Agent,
(iiiii) within 45 days (or such longer period as the Administrative Agent may agree) after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements Pledge Agreement Supplements and take all other actions required to be taken by a grantor pursuant to the Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified in Section 4.01(a)(iii)); providedcertificates, any such supplements to if any, representing the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in and of such Subsidiary or JV Subsidiary or other direct or indirect parent Subsidiary), securing payment of all the Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,
(iv) cause such parent, as the case may be, under the Loan Documents and constituting Liens on all Collateral of such Subsidiary or JV such parent, and
(iii) within 45 days (or such longer period as the Administrative Agent may agree) after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the 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 supplements to the Security Agreement and Pledge 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) 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 Administrative Agent may reasonably request.
(b) At any time upon reasonable request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Pledge Agreement and Pledge Agreement, Supplements and other security and pledge agreements.
(c) With respect to any Indebtedness owed by a Subsidiary that is not a Loan Party to a Loan Party, including any loan or advance or any intercompany receivable, having a term in excess of, or that is outstanding for more than, 364 days, take all actions required to ensure that such Indebtedness or intercompany receivable is evidenced by the Intercompany Note and pledged to the Administrative Agent pursuant to the Pledge Agreement for the benefit of the Secured Parties.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) ), by the Borrower or any Loan Partyof its Domestic Subsidiaries, which, in each case, shall be wholly-owned by the Borrower or any of its Domestic Subsidiaries, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 20 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the Borrower’s and other Loan PartiesSubsidiaries’ obligations under the Loan Documents,
(ii) within 20 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, Mortgages, leasehold Mortgages, leasehold deeds of trust, Security Agreement and Pledge Supplements, IP Security Agreement Supplements, subordination agreements and other security and pledge agreements, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates or instruments specified representing Pledged Equity and Pledged Debt, as applicable, in Section 4.01(a)(iiiand of such Subsidiary, accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within 45 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements the deeds of trust, trust deeds, deeds to the secure debt, Mortgages, leasehold Mortgages, leasehold deeds of trust, Security Agreement and Pledge 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,
(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 Borrower and its Subsidiaries identified in Sections 4.01(a)(viii) or (ix) or otherwise reasonably 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 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 appraisals, 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 the Borrower 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 anything to the contrary contained in this Agreement, (w) only sixty-five percent (65%) of the capital stock of any CFC shall be required to be pledged to the Administrative Agent on behalf of the Lenders under this Agreement or the Security Agreement and (x) the formation or acquisition of any new direct or indirect Subsidiary that is or will become a Foreign Subsidiary, by the Borrower or any of its Domestic Subsidiaries, shall require the written consent of the Administrative Agent and the Required Lenders. Subject to any relevant restrictions or limitations imposed by applicable Law, upon (y) the receipt of such written consent by the Administrative Agent and the Required Lenders and (z) the request of the Administrative Agent, the Borrower shall execute and deliver, and shall cause such Foreign Subsidiary to execute and deliver, any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable under this Section 6.12(a) in order to secure all the Obligations.
(b) Upon the acquisition of any property by the Borrower or any of its Subsidiaries, 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 20 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 after such acquisition, duly execute and deliver, or cause the applicable Subsidiary 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 Agreement Supplements. subordination agreements and other security and pledge agreements, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the Borrower or the applicable Subsidiary under the Loan Documents and constituting Liens on all such properties,
(iii) within 45 days after such acquisition, take, or cause the applicable Subsidiary to take, whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the 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 Borrower and its Subsidiaries identified in Sections 4.01(a)(viii) or (ix) or otherwise reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property appraisals, 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 the Borrower 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 Borrower and its Subsidiaries in detail satisfactory to the Administrative Agent,
(ii) within 20 days after such request, duly execute and deliver, and cause each 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 Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreement Supplements, subordination agreements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary, accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank), 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, take, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) 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 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, leasehold mortgages, 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,
(iv) within 60 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 Borrower and its Subsidiaries identified in Sections 4.01(a)(viii) or (ix) or otherwise reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after 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, appraisals, 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 the Borrower 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge AgreementSupplements, IP Security Agreement Supplements and other security and pledge agreementsagreements consistent with the prior provisions of this Section 6.12.
Appears in 1 contract
Samples: Credit Agreement (Athenahealth Inc)
Covenant to Guarantee Obligations and Give Security. (ai) Upon 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 other Loan Parties’ Obligations under the Loan Documents, unless such Excluded Subsidiary shall within 90 days after the termination of such Excluded Subsidiary Agreement incur Non-Recourse Debt not prohibited hereunder in respect of assets that are not Borrowing Base Assets, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary.
(ii) Within 10 days after the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or JV 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 or in contemplation of incurring Non-Recourse Debt not prohibited hereunder 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 or JV 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 or guaranty supplement, supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations Obligations under the Loan Documents,
(ii) furnish , 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 a description of the real and personal properties (1) copies of such Subsidiary agreements or JV 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.
(iii) Upon the request by the Borrower that any Hotel Asset (a “Proposed Borrowing Base Asset”) be added as a Borrowing Base Asset, in each case at the Borrower’s expense:
(A) within 10 days after such request, furnish to the Collateral Agent the following items:
(1) a description, in detail satisfactory to the Administrative Collateral Agent, of the Proposed Borrowing Base Asset,
(iii2) cause an Appraisal of the Proposed Borrowing Base Asset,
(3) a certificate of the Chief Financial Officer (or such Subsidiary or JV Subsidiary person performing similar functions) of the Borrower confirming that (x) such Proposed Borrowing Base Asset satisfies all Borrowing Base Conditions and each direct and indirect parent (y) the addition of such Subsidiary Proposed Borrowing Base Asset as a Borrowing Base Asset shall not cause or JV Subsidiary result in a Default or Event of Default,
(if it has 4) confirmation that (x) the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Borrowing Base Property as a Borrowing Base Asset) and (y) on the date of such addition, the Implied Debt Service Coverage Ratio (adjusted on a pro forma basis to include the Proposed Borrowing Base Asset) shall not already done sobe less than 1.40:1.00, in each case as evidenced by a certificate of the Chief Financial Officer (or such person performing similar functions) to duly execute and deliver of the Borrower delivered to the Administrative Agent supplements prior to such addition demonstrating such compliance,
(5) each of the items set forth in Sections 3.01(a)(ii), (iii), (xi), (xiii) and (xiv), mutatis mutandis, in each case in respect of the Proposed Borrowing Base Asset, and
(6) a revised Schedule II hereto reflecting the addition of such Proposed Borrowing Base Asset, provided that for purposes of the definition of the term Borrowing Base Assets (and subject to the Security Agreement and Pledge Agreement and other security and pledge agreementsproviso immediately following below), as specified by and such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified in this Section 4.01(a)(iii)5.01(j)(iii); provided, however, that the failure to comply with one or more of the Borrowing Base Conditions or clause (4) above shall not preclude the addition of any such supplements Proposed Borrowing Base Asset as a Borrowing Base Asset so long as the Required Lenders shall have expressly consented to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent addition of such Subsidiary Asset as a Borrowing Base Asset notwithstanding the failure to satisfy either or JV Subsidiary that constitutes an Unpledgeable Subsidiary,both of such conditions; and
(B) as promptly as possible, furnish to the Collateral Agent such other approvals, opinions or documents as any Lender Party through the Administration Agent may reasonably request;
(iv) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(v) 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 Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agentand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative any Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, Mortgages, Assignments of Leases, pledges, assignments, security agreement supplements, intellectual property security agreement supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 1 contract
Samples: Revolving Credit Agreement (Sunstone Hotel Investors, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary (including Xxxxxxx or JV Subsidiary to which more than 5.0% AMVI/Prospect, as contemplated by the definition of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded “Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC”) if wholly-owned by any Loan Party, or in the event that after the Closing Date any Immaterial Subsidiary ceases to be an Immaterial Subsidiary, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 15 days after such formation, acquisition or occurrence, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty, guaranty supplement, or joinder in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation, acquisition or occurrence, furnish to the Administrative Agent a description of the personal properties and fee interests in real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation, acquisition or occurrence, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements in respect of such personal property of the type subject to the First Lien Security Agreement (Receivables) and Pledge Agreement to the Collateral Trustee in respect of such real property and all other such personal property, deeds of trust, trust deeds, deeds to secure debt, mortgages, joinders, and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee (including delivery of all pledged Equity Interests in and of such Subsidiary to the Collateral Trustee, and other instruments of the type specified in Section 4.01(a)(iii4.01(a)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents (as well as its obligations in respect of the 2014 Notes) and constituting first priority Liens on all First Priority Collateral and constituting first priority liens (pari passu with the Indenture Trustee for its benefit and the benefit of the Noteholders) on all Pari Passu Collateral,
(iv) within 45 days after such formation, acquisition or occurrence, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 opinion of the Administrative Agent and the Collateral Trustee, respectively, to vest in (i) the Administrative Agent valid and subsisting first priority Liens and (ii) the Collateral Trustee (or in any representative of the Administrative Agent Collateral Trustee designated by it) valid and subsisting Liens first priority Liens, in each case on the respective properties purported to be subject to supplements the deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement secure debt, mortgages and security and pledge agreements delivered pursuant to this Section 6.12, in each case enforceable against all third parties in accordance with their terms, and,
(v) upon the request of the Administrative Agent or the Collateral Trustee, within 60 days after such formation, acquisition or occurrence, 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 Administrative Agent may reasonably request, and
(vi) as promptly as practicable after such formation, acquisition or occurrence, deliver, upon the request of the Administrative Agent or the Collateral Trustee, in each case in its sole discretion, to the Administrative Agent or the Collateral Trustee, as the case may be, with respect to each parcel of real property owned by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, property condition assessments and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent or the Collateral Trustee, as the case may be, 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 or the Collateral Trustee, as the case may be.
(b) Upon the acquisition of any property by any Loan Party, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject to Liens permitted pursuant to Section 7.01(i)) in favor of the Administrative Agent (for the benefit of the Secured Parties) with respect to First Priority Collateral or in favor of the Collateral Trustee (for the benefit of the secured parties referred to in the Collateral Agency Agreement) with respect to Pari Passu Collateral, then Borrower shall, at Borrower’s expense: within 10 days after such acquisition, furnish to the Administrative Agent and the Collateral Trustee a description of the property so acquired in detail satisfactory to the Administrative Agent and the Collateral Trustee, and thereafter within the respective time periods set forth in Section 6.12(a)(iii)-(a)(vi), take all respective actions set forth in each such subsection with respect to such property to the extent such Loan Party is able to do so without violating the agreement evidencing the Capitalized Leases, Synthetic Lease Obligations and purchase money obligations referred to in Section 7.01(i),
(c) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreementsecure debt, mortgages, leasehold mortgages, leasehold deeds of trust, 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 or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) Subsidiaries by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents; provided, however, that if for any new direct or indirect Foreign Subsidiary or parent that is a Foreign Subsidiary, as applicable, compliance with this Section 5.12(a)(i) would result in a Section 956 Deemed Dividend, the Borrower will not be required to comply with this Section 5.12(a)(i) to the extent that doing so would result in such Section 956 Deemed Dividend,
(ii) within 5 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in reasonably sufficient detail satisfactory to enable the Administrative Agent to take and perfect Liens thereon to the Administrative Agentextent required by this Agreement and the Collateral Documents,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) except to the extent provided in clause (i) above to duly execute and deliver deliver, to the Administrative Agent supplements to the Agent, Security Agreement and Pledge 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 in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV such parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties other than property as to which the granting of a Lien is otherwise excused by the terms of this Agreement or the Collateral Documents; provided, however, that if for any new direct or indirect Foreign Subsidiary or parent thereof that constitutes an Unpledgeable is a Foreign Subsidiary, as applicable, compliance with this Section 5.12(a)(iii) would result in a Section 956 Deemed Dividend, the Borrower will not be required to comply with this Section 5.12(a)(iii) to the extent that doing so would result in such Section 956 Deemed Dividend,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 supplements to the Security Agreement and Pledge Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.125.12, enforceable against all third parties in accordance with their terms, and,
(v) within 30 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole 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 reasonably 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 Administrative Agent may reasonably request,
(b) Upon the acquisition of any property (other than Real Property) 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 Administrative Agent for the benefit of the Secured Parties, then, other than where compliance with this Section 5.12(b) would result in a Section 956 Deemed Dividend, 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 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 constituting Liens on all such properties,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary in the reasonable opinion of the Administrative Agent to vest in the 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
(iv) within 30 days after such acquisition, 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 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.
(bc) At any time any Foreign Subsidiary of the Borrower that is not a Guarantor has entered into a Guarantee of any Funded Debt of any Loan Party with a principal amount in excess of the Threshold Amount, then the Borrower shall, at the Borrower’s expense:
(i) within 30 days after entering into such Guarantee, cause such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Loan Parties’ obligations under the Loan Documents, and
(ii) within 30 days after entering into such Guarantee, 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 reasonably acceptable to the Administrative Agent as to the matters contained in clause (i) above, and as to such other matters as the Administrative Agent may reasonably request.
(d) Notwithstanding anything provided in this Section 5.12, no Local Law Collateral Documents shall be required to be delivered in respect of the Equity Interests in any First-Tier Foreign Subsidiary for so long as such First-Tier Foreign Subsidiary shall not be a Significant Foreign Subsidiary. Upon any First-Tier Foreign Subsidiary becoming a Significant Foreign Subsidiary, the Borrower shall deliver, or shall cause to be delivered, to the Administrative Agent the Local Law Collateral Documents in respect of 66% of the Equity Interests in such First-Tier Foreign Subsidiary within 30 days after the date the determination is made that such First-Tier Foreign Subsidiary is a Significant Foreign Subsidiary other than where compliance with this Section 5.12(d) would result in a Section 956 Deemed Dividend.
(e) Within 30 days (which may be extended in the reasonable discretion of the Administrative Agent by up to an additional 30 days) after delivery of any Compliance Certificate listing any Key Foreign Operating Jurisdiction with respect to which Local Law Collateral Documents in respect of the Significant Marks have not been executed and delivered and all actions required to perfect the security interests in respect of the Significant Marks created pursuant to the Security Agreement or any Local Law Collateral Documents taken, the Borrower and the applicable Loan Parties shall (i) execute and deliver Local Law Collateral Documents in respect of the Significant Marks, (ii) take all actions required to perfect the security interests in respect of the Significant Marks created pursuant to the Security Agreement or any Local Law Collateral Documents and otherwise reasonably requested by the Administrative Agent pursuant to the Loan Documents, and (iii) 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 in such Key Foreign Operating Jurisdiction reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i) and (ii) above and as to such other matters as the Administrative Agent may reasonably request. Notwithstanding anything provided in this Section 5.12, no Local Law Collateral Documents shall be required to be delivered in respect of any IP Rights registered in a jurisdiction outside of the United States, except for Local Law Collateral Documents in respect of Significant Marks registered in Key Foreign Operating Jurisdictions.
(f) Notwithstanding anything provided in this Section 5.12, the Administrative Agent shall not take or perfect a security interest in any property or assets if Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining or perfecting such interest (including any stamp, intangibles or other tax) are excessive in relation to the benefit to the Secured Parties of the security afforded thereby.
(g) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge AgreementSupplements, IP Security Agreement Supplements and other security and pledge agreements, in each case solely to the extent not inconsistent with the provisions of this Agreement or any other Loan Document.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then or upon the Borrower shall, within 30 days after such formation or acquisitionoccurrence of an Asset Trigger Event with respect to any Subsidiary, at the BorrowerCompany’s expense:
(i) within 10 Business Days after such formation, acquisition or Asset Trigger Event, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 Business Days after such formation, acquisition or Asset Trigger Event, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 15 Business Days after such formation, acquisition or Asset Trigger Event, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Agreement supplements and other security and pledge agreements, as specified by and in form and substance 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)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch 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, acquisition or Asset Trigger Event, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code or other 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 the properties purported to be subject to supplements the deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Agreement supplements and security and pledge agreements delivered pursuant to this Section 6.126.13, enforceable against all third parties in accordance with their terms, and,
(v) within 60 days after such formation, acquisition or Asset Trigger Event, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole 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 (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, acquisition or Asset Trigger Event, 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 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; provided that (x) clauses (i) through (vi) above shall not apply to ASI or any of its Subsidiaries until the 120th day following the Closing Date, at which point such clauses shall apply to ASI and all of its Subsidiaries without regard to any time periods set forth in any such clause and (y) notwithstanding anything to the contrary contained in clause (x) above, clauses (i) and (iii) through (vi) shall not apply to any Subsidiary if such Subsidiary does not have assets in any country with an aggregate book value greater than $1,000,000 (when taken together with the aggregate book value of the assets of any Loan Party or any other Subsidiary in such country), unless and until such Subsidiary has assets in a country with an aggregate book value greater than or equal to $1,000,000 (when taken together with the aggregate book value of the assets of any Loan Party or any other Subsidiary in such country).
(b) Upon the acquisition of any property by any US Loan Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority (subject to Liens permitted under Section 7.02) security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Company shall, at the Company’s expense:
(i) within 10 Business 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 15 Business 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 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 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 or other 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 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, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the request of the Administrative Agent in its reasonable 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 satisfactory to the Administrative Agent, provided 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 delivery of any report pursuant to Section 6.02(i) supplementing Schedules 5.07, 5.08(c), 5.08(d)(i), 5.08(d)(ii), 5.08(e), 5.08(f) and/or 5.17 with respect to Material Property of Foreign Obligors, if such Material Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority (subject to Liens permitted under Section 7.02) security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Company shall, at the Company’s expense within 30 days after the date such reports were required to be delivered pursuant to Section 6.02(i),
(i) cause the applicable Foreign Obligor 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 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 Foreign Obligor under the Loan Documents and constituting Liens on all such properties,
(ii) cause the applicable Foreign Obligor to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code or other 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,
(iii) 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 Foreign Obligors 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
(iv) deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to 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 that to the extent that any Foreign Obligor or any of its Subsidiaries shall have otherwise received any of the foregoing items, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that (x) clauses (i) through (iv) above shall not apply to ASI or any of its Subsidiaries until the 120th day following the Closing Date and (y) notwithstanding anything to the contrary contained in clause (x) above, clauses (ii) through (iv) shall not apply to any Subsidiary if such Subsidiary does not have assets in any country with an aggregate book value greater than $1,000,000 (when taken together with the aggregate book value of the assets of any Loan Party or any other Subsidiary in such country), unless and until such Subsidiary has assets in a country with an aggregate book value greater than or equal to $1,000,000 (when taken together with the aggregate book value of the assets of any Loan Party or any other Subsidiary in such country).
(d) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Company shall, at the Company’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 Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of the Company (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 and other security and pledge agreements, as specified by and in form and substance 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, take, and cause each Loan Party and each other Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of the Company to take, whatever action (including the recording of mortgages, the filing of Uniform Commercial Code or other 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 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 Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.13, enforceable against all third parties in accordance with their terms,
(iv) within 60 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 sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Company 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 Administrative Agent, provided 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.
(e) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably determines necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Agreement, supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (1) the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, Immaterial Subsidiary by any CFC Loan Party or (2) the designation by the Parent of any Immaterial Subsidiary as being a Subsidiary that is no longer an Immaterial Subsidiary (in each case other than (i) any CFC and (ii) any Subsidiary that is not a CFC that (x) is held directly or indirectly by a CFCCFC or (y) by holds directly or indirectly a CFC and does not hold any Loan PartyEquity Interests of any Person that is not a CFC or any other material assets), then the Borrower Parent shall, at the Co-Borrowers’ expense:
(i) within 30 days (or such later date as is agreed by the Administrative Agent in its reasonable discretion) after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the a Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent Supplement (including delivery of all Pledged Certificated Securities evidencing Pledged Equity Interests of such Subsidiary and any other Pledged Certificated Securities to the extent required by the Guarantee and Security Agreement), and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements ) to the Pledge Agreement or other pledge agreements shall not be extent required with respect pursuant to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent the Guarantee and Security Agreement), guaranteeing the Secured Obligations and securing payment of all the Secured Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable the direct parent of such Subsidiary,
, as the case may be, under the Loan Documents, (ivii) within 30 days (or such later date as is agreed by the Administrative Agent in its reasonable discretion) after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, statements and the giving of notices and the endorsement of notices on title documentsnotices) may be reasonably 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 its properties purported to be subject to supplements to created by the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(v) 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 Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, 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 or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreements, Security Agreement and Supplements, Pledge Agreements, Pledge Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified pledged interests in Section 4.01(a)(iiiand of such Subsidiary, and other Equity Interests)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Secured Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties and assets,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, the Security Agreement and Pledge Agreement Supplements, and security and pledge agreements delivered pursuant to this Section 6.126.13, enforceable against all third parties in accordance with their terms, and
(v) 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 any real property of such Subsidiary the items set forth in subsections (b) (unless waived by the Administrative Agent as to immaterial properties), (c) (if requested by the Administrative Agent), (d) (unless waived by the Administrative Agent as to immaterial properties), (h), (i), (j), (k) and (l) of Section 6.12,
(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 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 15 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 Agreements, Security Agreement Supplements, Pledge Agreements, Pledge 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 Secured Obligations and constituting Liens on all such properties, including real estate, in each case to the extent necessary to perfect first priority Liens in favor of the Administrative Agent for the benefit of the Secured Parties on all such properties (or in any representative of the Administrative Agent designated by it), enforceable against all third parties, subject to the Liens permitted under Section 7.01,
(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 perfect first priority Liens in favor of the Administrative Agent for the benefit of the Secured Parties on all such properties (or in any representative of the Administrative Agent designated by it), enforceable against all third parties,
(iv) unless waived by the Administrative Agent, 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 (i), 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, if requested by the Administrative Agent deliver to the Administrative Agent with respect to such real property a subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each of the lessees of such real property, in each case in form and substance acceptable to the Administrative Agent (the Borrower shall use its best efforts to obtain such agreements and certificates, but the failure to obtain such agreements and certificates shall not constitute an Event of Default).
(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 satisfactory to the Administrative Agent,
(ii) within 15 days after such request, duly execute and deliver, and cause each 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, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all pledged equity and pledged debt in and of such Subsidiary, and otherwise), securing payment of all the Secured Obligations of the Borrower and the Subsidiaries under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each Subsidiary 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 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, and security and pledge agreements delivered pursuant to this Section 6.13, enforceable against all third parties in accordance with their terms, and
(iv) within 60 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 (iviii) above, and as to such other matters as the Administrative Agent may reasonably request., and
(bd) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge AgreementSupplements, and other security and pledge agreements.
(ww) On the Second Amendment Effective Date, Section 6.14 of the Credit Agreement is hereby added in its entirety to read as follows:
Appears in 1 contract
Samples: Credit Agreement (Media General Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, (x) any CFC or a Subsidiary that is held directly or indirectly by a CFC, (y) any Designated Subsidiary and (z) Denny's Employee Disaster Relief Fund, Inc. (for so long as such entity remains a charitable entity under Section 501(c)(3) of the Code)) by any Loan Party, then the Borrower shall promptly, and in any event within three (3) Business Days thereafter, notify the Administrative Agent of the occurrence of such event and, at the Administrative Agent's request, the Borrower shall, at the Borrower's expense:
(i) within 30 10 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ ' obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, Guarantee and Collateral Agreement Supplements, IP Security Agreement and Pledge Agreement supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Stock in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such real properties (owned in fee simple interest) and personal properties (other than any real property of any Loan Party located in the State of Florida, Maryland or New York),
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 (other than any real property of any Loan Party located in the State of Florida, Maryland or New York or any leasehold real property of any Loan Party) purported to be subject to supplements the deeds of trust, trust deeds, deeds to the secure debt, mortgages, Guarantee and Collateral Agreement Supplements, IP Security Agreement and Pledge 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 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 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 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 (other than any real property of any Loan Party located in the State of Florida, Maryland or New York or any leasehold real property of any Loan Party) 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 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 real property of any Loan Party located in the State of Florida, Maryland or New York) by any Loan Party, if such property, in the judgment of the Administrative Agent, shall (i) not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties and (ii) have a Fair Market Value of $500,000 (either individually or in the aggregate with all other property so acquired that is not 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 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 15 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, Guarantee and Collateral Agreement Supplements, IP Security Agreement supplements and other security and pledge agreements, as requested 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 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, and 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 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 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 Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property such title reports, surveys and engineering, soils and other reports, and environmental assessment reports as the Loan Parties have obtained or are otherwise available to the Loan Parties,
(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 satisfactory to the Administrative Agent,
(ii) within 15 days after such request, duly execute and deliver, and cause each Loan Party and Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of 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, Guarantee and Collateral Agreement Supplements, IP Security Agreement supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Stock and Pledged Debt Securities in and of such Loan Party and such Subsidiary, as applicable, and other instruments of the type specified in Section 4.01(a)), securing payment of all the Obligations of such Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each Loan Party and Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of each 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Guarantee and Collateral 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, 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 sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by each Loan Party 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 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Guarantee and Collateral Agreement Supplements, IP Security Agreement supplements and other security and pledge agreements.
(e) To the extent that the Borrower has not disposed of the real property located 0000 Xxxxx Xxxxxxxxx Xxxx, Xxxxx, XX 00000 on or prior to June 30, 2013 pursuant to an Asset Sale permitted pursuant to the Security terms of this Agreement (whether in the form of a sale-leaseback arrangement permitted by Section 7.15 or otherwise), then (i) such real property shall be deemed to be included as “Mortgaged Property” hereunder and Pledge Agreementunder the other Loan Documents and (ii) the Borrower shall, at the Borrower's expense, (A) execute and deliver to the Administrative Agent deeds of trust, mortgages, and other security and pledge agreements, as requested by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the Borrower under the Loan Documents and constituting Liens on all such property and (B) provide such other items as required pursuant to Section 6.12(b) within the time frames referenced therein, with respect to such property.
Appears in 1 contract
Samples: Credit Agreement (Dennys Corp)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Material Domestic Subsidiaries by any Loan Party, or if an existing Subsidiary or JV becomes a Material Domestic Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiarythan, in any CFC or such case, a Material Domestic Subsidiary that is held directly or indirectly by a CFC), and subject in each case to the provisions of Section 6.12(e) by any Loan Partyhereof, then the Borrower shall, at the Borrower's expense:
(i) except during a Guaranty Release Period, within 30 15 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Material Domestic Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), unless such parent is a CFC, a Material Domestic Subsidiary that is held directly or indirectly by a CFC, a Receivables Subsidiary or a Special Purpose Vehicle, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ ' obligations under the Loan Documents,
(ii) except if the Collateral Release Date has occurred, within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Material Domestic Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) except if the Collateral Release Date has occurred, within 20 days after such formation or acquisition, cause such Subsidiary or JV Material Domestic Subsidiary and each direct and indirect parent of such Subsidiary or JV Material Domestic Subsidiary (if it has not already done so) ), unless such parent is a CFC, a Material Domestic Subsidiary that is held directly or indirectly by a CFC, a Receivables Subsidiary or a Special Purpose Vehicle, to duly execute and deliver deliver, to the Administrative Agent supplements to the deeds of trust, trust deeds, mortgages, Security Agreement and Pledge Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Interests in and of such Material Domestic Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any securing payment of all the Obligations of such supplements to Material Domestic Subsidiary or such parent, as the Pledge Agreement or other pledge agreements shall not be required with respect to any case may be, under the Loan Documents and constituting Liens on all such real and personal properties (excluding therefrom the Equity Interests in such any CFC, a Material Domestic Subsidiary that is held directly or indirectly by a CFC, Receivables Subsidiary or JV Special Purpose Vehicle), provided, that (A) there shall be no obligation to deliver mortgages or similar instruments in respect of (1) any leasehold interests of such Material Domestic Subsidiary or other direct or indirect parent (2) any fee simple property of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Material Domestic Subsidiary, unless such fee simple property has a fair market value in excess of $5,000,000,
(iv) except if the Collateral Release Date has occurred, within 35 days after such formation or acquisition, cause such Subsidiary or JV Material Domestic Subsidiary and each direct and indirect parent of such Subsidiary or JV Material Domestic Subsidiary (if it has not already done so) ), unless such parent is a CFC, a Material Domestic Subsidiary that is held directly or indirectly by a CFC, a Receivables Subsidiary or a Special Purpose Vehicle, 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 the properties purported to be subject to supplements to the deeds of trust, trust deeds, mortgages, Security Agreement and Pledge 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,
(v) except if the Collateral Release Date has occurred or during any Guaranty Release Period, 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 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 Administrative Agent may reasonably request, and
(vi) except if the Collateral Release Date has occurred, 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 fee simple real property owned or held by such Material Domestic Subsidiary with a fair market value in excess of $5,000,000, 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 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) Except if the Collateral Release Date has occurred, upon the acquisition of any fee simple real property by any Loan Party having a fair market value in excess of $5,000,000 for any individual item of acquired property, 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 Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the Borrower's expense:
(i) within 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 20 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, mortgages, Security Agreement Supplements, IP Security 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 35 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 84 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 as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of such fee simple real property (subject to the limitations described in the introductory paragraph of this clause (b), 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 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 satisfactory to the Administrative Agent,
(ii) within 15 days after such request, 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) and other than any Receivables Subsidiary or Special Purpose Vehicle, to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, mortgages, leasehold mortgages, 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 satisfactory to the 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 under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each such Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) and other than any Receivables Subsidiary or Special Purpose Vehicle 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 the properties purported to be subject to the deeds of trust, trust deeds, mortgages, leasehold mortgages, 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,
(iv) within 60 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,
(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 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, and
(vi) cause each financial institution at which Holdings, the Borrower or any Material Domestic Subsidiary of the Borrower or Holdings maintains any deposit account or other similar account with a balance in excess of $5,000,000 to deliver to the Administrative Agent and the Borrower a written agreement in form and substance satisfactory to the Administrative Agent by each such financial institution pursuant to which such financial institution agrees to, among other things, comply with the instructions originated by the Administrative Agent directing the disposition of funds in any such account without the further consent of Holdings, the Borrower or any Material Domestic Subsidiary and put customary lockbox arrangements into place with respect to its deposit accounts or other similar accounts to the extent requested by the Administrative Agent.
(d) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the deeds of trust, trust deeds, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge AgreementSupplements, IP Security Agreement Supplements and other security and pledge agreementsagreements in each case as contemplated by this Section 6.12.
(e) Notwithstanding any provision of this Section 6.12 or any other provision of this Agreement or any other Loan Document to the contrary, no Receivables Subsidiary or Special Purpose Vehicle shall be required to guaranty any of the Obligations or grant any liens on any of its assets with respect thereto. In addition, no Equity Interests of the Borrower or any Subsidiary of the Borrower in any Receivables Subsidiary or Special Purpose Vehicle shall be required to be pledged to secure the Obligations of the Borrower or any such Subsidiary of the Borrower.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon
(a) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, (b) the formation or acquisition of any new direct or indirect Subsidiary by any Loan Party or JV Subsidiary any of its Subsidiaries or (c) the acquisition of any property by any Loan Party or any of its Subsidiaries that is not already be subject to which more than 5.0% a perfected first priority security interest (subject to Permitted Liens) in favor of the assets constituting Collateral Agent for the Total Asset Value benefit of the Secured Parties, the Borrower shall, in each case at the Borrower's expense:
(i) in connection with the formation or acquisition of a Subsidiary (A) that is attributable on an individual basis (other than an Excluded Subsidiary, any neither a CFC or nor a Subsidiary that is held directly or indirectly by a CFC (a "DOMESTIC SUBSIDIARY"), or (B) that is a CFC or held directly or indirectly by a CFC) by any Loan Party, then to the extent no material adverse tax consequences to the Borrower shallwould result therefrom, within 30 days 10 Business Days after such formation or acquisition, at the Borrower’s expense:
(i) cause each such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ ' obligations under the Loan Documents,
(ii) within 10 Business Days after such request, formation or acquisition, furnish to the Administrative Agent a description of the material real and personal properties of such Subsidiary or JV Subsidiary, the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(iii) within 15 Business Days after such request, formation or acquisition, duly execute and deliver, and cause each such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent supplements to the mortgages, pledges, assignments, Security Agreement and Pledge Supplements, IP Security Agreement Supplements and other security and pledge agreementsinstruments of the type specified in SECTION 4.01(a)(iii), as specified by and in form and substance consistent with the Collateral Documents delivered on the Closing Date and reasonably satisfactory to the Administrative Collateral Agent (including delivery of all instruments specified Pledged Interests in Section 4.01(a)(iiiand of such Subsidiary)), 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 constituting Liens on the Equity Interests of such Subsidiary and in its assets; provided, PROVIDED that (A) the Equity Interests of any such supplements to the Pledge Agreement Subsidiary of a Loan Party held directly or other pledge agreements indirectly by a CFC shall not be required with respect to any pledged, and (B) if such new property is Equity Interests in a CFC or assets of a CFC and to the extent the pledge of greater than 65% of such Equity Interests or a pledge, Lien or security interest in such assets would result in material adverse tax consequences to the Borrower, only 65% of such Equity Interests shall be pledged in favor of the Secured Parties and no pledge, Lien or security interest shall be granted in such assets in favor of the Secured Parties.
(iv) within 30 days after such request, formation or acquisition, take, and cause such Subsidiary or JV such parent to take (other than any Subsidiary of a Loan Party that is a CFC or other whose direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,
(iv) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take is a CFC), whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to supplements to the mortgages, pledges, assignments, Security Agreement and Pledge Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section SECTION 6.12, enforceable against all third parties in accordance with their terms, and,
(v) within 60 days after such request, formation or 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, the Collateral 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, 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 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 Administrative Agent may reasonably request.,
(bvi) At any time 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 leased by the entity that is the subject of such request (not to include any Subsidiary of a Loan Party that is a CFC or a Subsidiary of a Loan Party that is held directly or indirectly by a CFC to the extent material adverse tax consequences to the Borrower would result therefrom), formation or acquisition title reports, surveys and environmental assessment reports, and such other reports as the Administrative Agent may reasonably request, each in scope, form and substance reasonably satisfactory to the Collateral Agent,
(vii) upon the occurrence and during the continuance of an Event of Default, with respect to any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time upon the Administrative Agent's request, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such Subsidiary to take, as the case may be, all such other action as the Administrative Agent may reasonably deem necessary or desirable in 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, and
(viii) 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 Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens ofof such mortgages, such guarantiespledges, supplements to the assignments, Security Agreement Supplements, IP Security Agreement Supplements and Pledge Agreement, and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition (including, without limitation, for all purposes of this Section 6.12, any formation or acquisition pursuant to a Delaware LLC Division) of any new direct or indirect Domestic Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an any Excluded Subsidiary or Immaterial Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty (provided that any Domestic Subsidiary ceasing to be an Excluded Subsidiary or Immaterial Subsidiary shall be deemed to constitute an acquisition of such subsidiary for purposes of this Section 6.12), then the Borrower Borrowers shall, at the Borrowers’ expense:
(i) within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan DocumentsObligations,
(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Agent, Security Agreement and Pledge Agreement Supplements, Perfection Certificate, Intellectual Property Security Agreements 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 4.01(a)(iii), Section 4.01(a)(iv) and Section 4.01(a)(v); provided), any securing payment of all the Obligations and constituting Liens on all such supplements to the Pledge Agreement or real and personal properties other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarythan Excluded Property,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement Supplements, Intellectual Property Security Agreements 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 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 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 Administrative Agent may reasonably request, and
(vi) with respect to each parcel of Material Real Property owned or held by any entity that is the subject of such formation or acquisition, cause such entity to satisfy the Mortgage Requirement within 90 days of such formation or acquisition (or at such later time as the Administrative Agent may reasonably agree to in its discretion).
(b) Upon the acquisition of any property (including any Equity Interests in any Subsidiary) 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 Borrowers shall, at the Borrowers’ expense:
(i) within 30 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 Security Agreement Supplements, Intellectual Property Security Agreement supplements and other security and pledge agreements (including instruments of the type specified in Section 4.01(a)(iv), as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations and constituting Liens on all such properties other than Excluded Property,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements 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 other than Excluded Property, enforceable against all third parties, and
(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 as to such other matters as the Administrative Agent may reasonably request.
(c) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge AgreementSupplements, Intellectual Property Security Agreements and other security and pledge agreements. Each time period set forth in this Section 6.12 may be extended by the Administrative Agent in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (International Money Express, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any U.S. Loan Party, then the Borrower such Loan Party shall, at its expense:
(i) within 30 10 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty Domestic Guaranty or guaranty supplementsupplement to the Domestic Guaranty, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description of the real and personal properties of within 15 days after such Subsidiary formation or JV Subsidiaryacquisition, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Agent, Security Agreement and Pledge Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties,
(iviii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements and 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 on the properties purported to be subject to the Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12(a), enforceable against all third parties in accordance with their terms, and
(iv) 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 U.S. 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 Administrative Agent may reasonably request.
(b) Upon the formation or acquisition of any new direct or indirect U.K. Subsidiary by any U.K. Loan Party, then such Loan Party shall, at its expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary which is also a U.K. Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a U.K. Guaranty or supplement to the U.K. Guaranty, in form and substance satisfactory to the Administrative Agent, guaranteeing the other U.K. Loan Parties’ obligations under the Loan Documents,
(ii) within 15 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary which is also a U.K. Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent, supplements to any U.K. Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)), securing payment of all the Obligations of the U.K. Loan Parties under the Loan Documents and constituting Liens on all such personal properties,
(iii) within 30 days after such formation or acquisition (or such earlier period as may be required by law), cause such Subsidiary and each direct and indirect parent of such Subsidiary which is also a U.K. Subsidiary (if it has not already done so) to take whatever action (including 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 on the properties purported to be subject to any such supplements to any U.K. Collateral Documents and security and pledge agreements delivered pursuant to this Section 6.12(b), enforceable against all third parties in accordance with their terms, and
(iv) 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 U.K. 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 Administrative Agent may reasonably request.
(c) Upon the acquisition of any material property (other than real property) by any Loan Party, if such property, in the reasonable judgment of Holdings, 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 Borrowers shall, at the Borrowers’ expense:
(i) within 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 15 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent Security Agreement Supplements, IP Security Agreement Supplements, supplements to any U.K. Collateral Documents 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 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices, but excluding taking possession) 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, and
(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 applicable 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.
(d) Upon the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, the Borrowers shall, at the Borrowers’ expense:
(i) within 30 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 60 days after such request, duly execute and deliver, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of a Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, mortgages, leasehold mortgages, 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 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 75 days after such request, take, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of a 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 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 supplements to the deeds of trust, trust deeds, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Suppleme nts, 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,
(viv) within 90 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 (i), (iiiii) and (iviii) 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 sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrowers and their Subsidiaries, 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 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.
(be) If at any time the representation and warranty set forth in Section 5.20 shall be incorrect, within 30 days after the date thereof, the Borrowers shall enter into Local Law Collateral Documents with respect to the Equity Interests of one or more First Tier Foreign CFC Subsidiaries so that after delivery of such Local Law Collateral Documents, such representation and warranty shall be true and correct (it being understood and agreed that no Local Law Collateral Documents shall be required in respect of Sotheby’s Hong Kong Ltd. or any of its Subsidiaries).
(f) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge AgreementSupplements, 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 wholly-owned Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, excluding (x) any CFC or a any Subsidiary that is held directly or indirectly by a CFC, (y) any Unrestricted Subsidiary and (z) any Immaterial Subsidiary (except that up to 66% of the Equity Interest in a CFC held directly by the Borrower or any Subsidiary, other than a Subsidiary described in clause (x), (y) or (z) above, is subject to pledge as contemplated by clause (ii) below)) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 20 days after such formation or acquisition (or such longer period as the Administrative Agent may in its discretion approve), cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent (except, if applicable, Cholla Pipeline, L.P. or Sagebrush Pipeline, LLC) of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,;
(ii) furnish subject in the case of Oil and Gas Properties to Section 6.12(b), within 30 days after such formation or acquisition (or such longer period as the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiarymay in its discretion approve), in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent (except, if applicable, Lariat, Cholla Pipeline, L.P. or Sagebrush Pipeline, LLC) of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge 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 in and of such Subsidiary, and other instruments specified in Section 4.01(a)(iii)); provided, any such supplements to required under the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Security Agreement) securing payment of all the Obligations of such Subsidiary or JV such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided however, that notwithstanding the foregoing, neither the Borrower nor any Subsidiary that constitutes an Unpledgeable will be required to grant a security interest in the Equity Interest of any (i) CFC in excess of 66% of the Equity Interest of such CFC, (ii) Immaterial Subsidiary or (iii) Unrestricted Subsidiary,;
(iviii) subject in the case of Oil and Gas Properties to Section 6.12(b), within 30 days after such formation or acquisition (or such longer period as the Administrative Agent may in its discretion approve), cause such Subsidiary or JV Subsidiary and each direct and indirect parent (except, if applicable, Lariat, Cholla Pipeline, L.P. or Sagebrush Pipeline, LLC) of such Subsidiary or JV 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 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 supplements the deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge 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
(viv) within 60 days after such formation or acquisition (or such longer period as the Administrative Agent may 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), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At If the report or certificate delivered under Section 6.01(e) or Section 6.01(f) does not confirm that the Obligations are secured by Liens covering and encumbering at least 80% of the PV9 Pricing of the Proved Reserves attributable to the Engineered Oil and Gas Properties (without taking into account any time adjustments for hedging), then (i) within 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 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 Liens on such additional properties required by this Section 6.12(b) and (ii) upon the request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action 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 may deem necessary or desirable in obtaining the full benefits ofwith respect to such additional properties, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements but only to the Security Agreement extent necessary such that the Borrower shall have delivered evidence of title covering Engineered Oil and Pledge AgreementGas Properties subject to the Mortgages comprising at least 75% of the total PV9 Pricing of the Proved Reserves attributable to the Engineered Oil and Gas Properties required by this Section 6.12(b) to be subject to the Mortgages; provided, however, that the requirements of this Section 6.12(b) shall not apply to any Oil and other security Gas Properties as to which the Administrative Agent shall determine in its reasonable discretion, after consultation with the Borrower, that the costs and pledge agreementsburden of obtaining such evidence of title are excessive in relation to the value of the benefits afforded thereby.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary or JV first-tier Foreign Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shallwill, and will cause each of its Subsidiaries to, at the Borrower’s sole expense:
(a) within 30 10 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Domestic Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Domestic 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(iib) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Domestic Subsidiary or JV Subsidiarythat are of the type that constitute Collateral under the Collateral Documents, in detail satisfactory to the Administrative Agent,
(iiic) within 15 days after such formation or acquisition, cause such Subsidiary or JV Domestic Subsidiary and each direct and indirect parent of such Subsidiary or JV Domestic Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements or joinders to the Security Agreement and Pledge Agreement and Agreement, or such other security and pledge agreements, each as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all instruments of the type specified in Section 4.01(a)(iiiSections 5.10 and 5.11)); provided, any securing payment of all the Obligations of such supplements Domestic Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties,
(d) to the Pledge Agreement extent applicable, within 15 days after such formation or other pledge agreements shall not be required with respect to acquisition, cause such Domestic Subsidiary (if such Domestic Subsidiary owns any Equity Interests Interest in such any other Domestic Subsidiary or JV Subsidiary or other Foreign Subsidiary) and/or each direct or and indirect parent of such Domestic Subsidiary or JV first-tier Foreign Subsidiary that constitutes an Unpledgeable Subsidiary(if it has not already done so) to duly execute and deliver to the Administrative Agent supplements or joinders to the Pledge Agreements, or such other pledge agreements, each as specified by and in form and substance satisfactory to the Administrative Agent (including delivery, to the extent applicable and subject to the limitation on pledges of Equity Interests in Foreign Subsidiaries contained in the Pledge Agreements, of all pledged Equity Interests in and of such Domestic Subsidiary or Foreign Subsidiary and its Domestic Subsidiaries and/or Foreign Subsidiaries, and other instruments of the type specified in Sections 5.10 and 5.11), securing payment of all the Obligations of such Domestic Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such Equity Interests,
(ive) without limitation of any rights of the Administrative Agent to take any such action under the Loan Documents, within 15 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 supplements or joinders to the Security Agreement and the Pledge Agreement and Agreements, or other security and pledge agreements delivered pursuant to this Section 6.125.12, enforceable against all third parties in accordance with their terms, and
(vf) 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 PartiesLenders, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii), (iv) and (ivv) above, and as to such other matters as the Administrative Agent may reasonably request.
; provided that those deliveries, filings and actions described above that are not required to be made or done until the occurrence of the Collateral Trigger shall not be required to be done within the time frames set forth above if the Collateral Trigger has not occurred as of such time, but instead shall be required to be done upon the occurrence of the Collateral Trigger in accordance with Section 5.11. Each of the time periods provided in subparts (ba) At any time upon request of through (f) above may be extended by up to 45 days by the Administrative Agent, promptly execute and deliver acting alone in its sole discretion, without any and all further instruments and documents and take all such other action as vote or consent of the Administrative Agent may deem necessary Lenders pursuant to Section 9.2 or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreementsotherwise.
Appears in 1 contract
Samples: Credit Agreement (Borgwarner Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, excluding any CFC or a any Subsidiary that is held directly or indirectly by a CFC, and excluding, until immediately following the consummation or termination of the Arena Acquisition, Steel Subsidiary Corporation, a Nevada corporation) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 20 days after such formation or acquisition (or such longer period as the Administrative Agent may in its discretion approve), cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent (except, if applicable, Lariat, Cholla Pipeline, L.P. or Sagebrush Pipeline, LLC) of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,;
(ii) furnish subject in the case of Oil and Gas Properties to Section 6.12(b), within 30 days after such formation or acquisition (or such longer period as the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiarymay in its discretion approve), in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent (except, if applicable, Lariat, L.L.C., Cholla Pipeline, L.P. or Sagebrush Pipeline, LLC) of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Equity in and of such Subsidiary, and other instruments specified in Section 4.01(a)(iii)); provided, any such supplements to required under the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Security Agreement) securing payment of all the Obligations of such Subsidiary or JV such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided however, that notwithstanding the foregoing, neither the Borrower nor any Subsidiary that constitutes an Unpledgeable Subsidiary,will be required to grant a security interest in the Equity Interest of any CFC in excess of 66% of the Equity Interest of such CFC;
(iviii) subject in the case of Oil and Gas Properties to Section 6.12(b), within 30 days after such formation or acquisition (or such longer period as the Administrative Agent may in its discretion approve), cause such Subsidiary or JV Subsidiary and each direct and indirect parent (except, if applicable, Lariat, Cholla Pipeline, L.P. or Sagebrush Pipeline, LLC) of such Subsidiary or JV 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 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 supplements the deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge 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
(viv) within 60 days after such formation or acquisition (or such longer period as the Administrative Agent may 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 acceptable to the Administrative Agent as to the matters contained in clauses (i), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request all times the Obligations shall be secured by Liens covering and encumbering at least 80% of the total Attributed Value of the Proved Reserves attributable to the Engineered Oil and Gas Properties. To the extent additional Oil and Gas Properties need to be secured by Liens in favor of the Administrative Agent to effect the foregoing, within 60 days after the Closing Date, and thereafter, 30 days after the delivery of each Engineering Report, the Loan Parties that own Engineered Oil and Gas Properties shall execute and deliver (i) mortgages and deeds of trust in form and substance acceptable to the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all together with such other action 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 may shall deem necessary or desirable in obtaining the full benefits ofto grant, or (as applicable) in perfecting evidence and preserving perfect the Liens of, on such guaranties, supplements additional properties required by this Section 6.12(b) and (ii) evidence of title with respect to such additional properties reasonably satisfactory to the Security Agreement and Pledge Agreement, and other security and pledge agreementsAdministrative Agent.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition (including, without limitation, for all purposes of this Section 6.12, any formation or acquisition pursuant to a Delaware LLC Division) of any new direct or indirect Domestic Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an any Excluded Subsidiary or Immaterial Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty (provided that any Domestic Subsidiary ceasing to be an Excluded Subsidiary or Immaterial Subsidiary shall be deemed to constitute an acquisition of such subsidiary for purposes of this Section 6.12), then the Borrower Borrowers shall, at the Borrowers’ expense:
(i) within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan DocumentsObligations,
(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Agent, Security Agreement and Pledge Agreement Supplements, Perfection Certificate, Intellectual Property Security Agreements 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 4.01(a)(iii) of the Original Credit Agreement, Section 4.01(a)(iv) of the Original Credit Agreement and Section 4.01(a)(v) of the Original Credit Agreement)); provided, any securing payment of all the Obligations and constituting Liens on all such supplements to the Pledge Agreement or real and personal properties other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarythan Excluded Property,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement Supplements, Intellectual Property Security Agreements 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 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 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 Administrative Agent may reasonably request, and
(vi) with respect to each parcel of Material Real Property owned or held by any entity that is the subject of such formation or acquisition, cause such entity to satisfy the Mortgage Requirement within 90 days of such formation or acquisition (or at such later time as the Administrative Agent may reasonably agree to in its discretion).
(b) Upon the acquisition of any property (including any Equity Interests in any Subsidiary) 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 Borrowers shall, at the Borrowers’ expense:
(i) within 30 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 Security Agreement Supplements, Intellectual Property Security Agreement supplements and other security and pledge agreements (including instruments of the type specified in Section 4.01(a)(iv) of the Original Credit Agreement, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations and constituting Liens on all such properties other than Excluded Property,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements 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 other than Excluded Property, enforceable against all third parties, and
(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 as to such other matters as the Administrative Agent may reasonably request.
(c) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge AgreementSupplements, Intellectual Property Security Agreements and other security and pledge agreements. Each time period set forth in this Section 6.12 may be extended by the Administrative Agent in its sole discretion.
Appears in 1 contract
Samples: Credit Agreement (International Money Express, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon Prior to or concurrently with the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyCredit Party (or in the case of formation of any new Subsidiary in connection with a Permitted Acquisition, prior to or concurrently with the earlier of (x) the consummation of such Permitted Acquisition and (y) the date such Subsidiary otherwise acquires material assets), then the Borrower Borrowers shall, within 30 days after such formation or acquisition, at the Borrower’s Borrowers’ expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementjoinder to the Credit Documents as an additional Borrower under the Credit Documents, together with a certified copy of its Organizational Documents and resolutions authorizing the above actions, each, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,;
(ii) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,;
(iii) to the fullest extent permitted by applicable Laws, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements a Mortgage, substantially in the form set forth at Exhibit G hereto (with such changes as may be satisfactory to the Security Agreement Administrative Agent and Pledge Agreement its counsel to account for local law matters) and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all instruments specified Pledged Debt and Pledged Equity in Section 4.01(a)(iiiand of such Subsidiary)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,such parent, as the case may be, under the Credit Documents and constituting Liens on all such real and personal properties (other than Excluded Collateral);
(iv) to the fullest extent permitted by applicable Laws, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements to the Security Agreement and Pledge Agreement Mortgages and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and;
(v) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy copies of a favorable opinionopinions, addressed to the Administrative Agent and the other Secured Parties, of counsel counsel(s) for the Loan Credit Parties reasonably 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 Administrative Agent may reasonably request; and
(vi) 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 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) Prior to or concurrently with the acquisition of any property by any Credit Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject to any Permitted Liens) in favor of the Administrative Agent, then the Borrowers shall, at the Borrowers’ expense:
(i) furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent;
(ii) to the fullest extent permitted by applicable Laws, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Mortgages 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 Credit Party under the Credit Documents and constituting Liens on all such properties (other than Excluded Collateral);
(iii) to the fullest extent permitted by applicable Laws, 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) 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) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, signed copies of favorable opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel(s) 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
(v) 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 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,
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrowers shall, at the Borrower’s expense, promptly:
(i) furnish to the Administrative Agent a description of the real and personal properties of the Credit Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent; and
(ii) 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 any Credit Party or its Subsidiaries, title reports, surveys and engineering, flood insurance confirmations or certificates, as applicable, 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 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, Mortgages 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 or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then or upon the Borrower shall, within 30 days after such formation or acquisition, occurrence of an Asset Trigger Event with respect to any Subsidiary at the BorrowerCompany’s expense:
(i) within 10 Business Days after such formation, acquisition or Asset Trigger Event, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 Business Days after such formation, acquisition or Asset Trigger Event, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 15 Business Days after such formation, acquisition or Asset Trigger Event, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements (or a representative of the Administrative Agent or of the Secured Parties designated by it or them) deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Agreement supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the 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)(iii4.01 (a)(iv)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch 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, acquisition or Asset Trigger Event, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code or other 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 or the Secured Parties designated by itit or them) valid and subsisting Liens on the properties purported to be subject to supplements the deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Agreement supplements and security and pledge agreements delivered pursuant to this Section 6.126.13, enforceable against all third parties in accordance with their terms, and,
(v) within 60 days after such formation, acquisition or Asset Trigger Event, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole 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 (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, acquisition or Asset Trigger Event, 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 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; provided that clauses (i) and (iii) through (vi) shall not apply to any Subsidiary if such Subsidiary does not have assets in any country with an aggregate book value greater than $1,000,000 (when taken together with the aggregate book value of the assets of any Loan Party or any other Subsidiary in such country), unless and until such Subsidiary has assets in a country with an aggregate book value greater than or equal to $1,000,000 (when taken together with the aggregate book value of the assets of any Loan Party or any other Subsidiary in such country), and in any case excluding Subsidiaries in Germany to the extent that the aggregate book value of the assets of such Subsidiaries in Germany exceeds $1,000,000 solely due to temporary intercompany arrangements with other Subsidiaries for periods of no longer than three months in duration.
(b) Upon the acquisition of any Material Property by any US Loan Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority (subject to Liens permitted under Section 7.02) security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Company shall, at the Company’s expense:
(i) within 10 Business 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 15 Business Days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent or a representative of the Administrative Agent or of the Secured Parties designated by it or them) 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, 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 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 or other 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 or of the Secured Parties designated by it or them) 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 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, and
(v) as promptly as practicable after any acquisition of a real property, deliver, upon the request of the Administrative Agent in its reasonable 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 satisfactory to the Administrative Agent, provided 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 delivery of any report pursuant to Section 6.02(i) supplementing Schedules 5.07, 5.08(c), 5.08(d)(i), 5.08(d)(ii), 5.08(e), 5.08(f) and/or 5.17 with respect to Material Property of Foreign Obligors, if such Material Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority (subject to Liens permitted under Section 7.02) security interest in favor of the Administrative Agent (or a representative of the Administrative Agent or of the Secured Parties designated by it or them) for the benefit of the Secured Parties and the secured parties under the Japanese Term Loan Documents, then the Company shall, at the Company’s expense within 30 days after the date such reports were required to be delivered pursuant to Section 6.02(i),
(i) cause the applicable Foreign Obligor to duly execute and deliver to the Administrative Agent (or a representative of the Administrative Agent or of the Secured Parties designated by it or them) 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, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Foreign Obligor under the Loan Documents and constituting Liens on all such properties,
(ii) cause the applicable Foreign Obligor to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code or other 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 or of the Secured Parties designated by it or them) valid and subsisting Liens on such property, enforceable against all third parties,
(iii) 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 Foreign Obligors 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
(iv) deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to 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 that to the extent that any Foreign Obligor or any of its Subsidiaries shall have otherwise received any of the foregoing items, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that clauses (ii) through (iv) shall not apply to any Subsidiary if such Subsidiary does not have assets in any country with an aggregate book value greater than $1,000,000 (when taken together with the aggregate book value of the assets of any Loan Party or any other Subsidiary in such country), unless and until such Subsidiary has assets in a country with an aggregate book value greater than or equal to $1,000,000 (when taken together with the aggregate book value of the assets of any Loan Party or any other Subsidiary in such country).
(d) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Company shall, at the Company’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 Subsidiary of the Company (if it has not already done so) to duly execute and deliver, to the Administrative Agent (or a representative of the Administrative Agent or of the Secured Parties designated by it or them) 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, as specified by and in form and substance 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)(iv)), 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, take, and cause each Loan Party and each other Subsidiary of the Company to take, whatever action (including the recording of mortgages, the filing of Uniform Commercial Code or other 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 or the Secured Lenders designated by it or them) 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 Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.13 enforceable against all third parties in accordance with their terms,
(iv) within 60 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 sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Company 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 Administrative Agent, provided 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.
(e) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably determines necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Agreement, supplements and other security and pledge agreements. Notwithstanding the foregoing, nothing in this Agreement or in any of the Loan Documents shall require a CFC or a Subsidiary that is held directly or indirectly by a CFC to deliver a guaranty or gxxxx x Xxxx on its assets if such action will (in the reasonable judgment of the Company) result in material tax liability to the Company.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon Subject to the proviso set forth below, (w) upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Immaterial Subsidiary or an Excluded Foreign Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then (x) if the Borrower shallhas knowledge that any Foreign Subsidiary ceases to constitute an Excluded Foreign Subsidiary, (y) if 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 67072595_7 case promptly notify the Administrative Agent and within 30 days after thereafter (or such formation or acquisition, later times as may be determined by the Administrative Agent in its sole discretion) and in each case at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan DocumentsSecured Obligations,
(ii) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreementsagreements and supplements and joinders to existing Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative 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(a)(iii4.01(d)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Secured Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties,
(iviii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties personal property purported to be subject to supplements to the Security Agreement and Pledge Agreement and 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, and,
(viv) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable an 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), (iiiii) and (iviii) 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) 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 (1) any Excluded Foreign Subsidiary or Immaterial Subsidiary be required to guaranty the payment of any Secured Obligation (unless the circumstances described in subclause (3) of this clause (a) apply), (2) the Loan Parties, individually or collectively, be required to pledge in excess of 65% of the outstanding voting Equity Interests of any Excluded Foreign Subsidiary or (3) 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 67072595_7 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) At Upon the acquisition of any time upon request real property by any Loan Party, if such property, has a fair market value in excess of $3,000,000 individually or would cause the aggregate fair market value of all real property acquired since the Closing Date to exceed $7,000,000 (any such real property, the “Material Real Property”), that in the judgment of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as Agent is not already subject to a perfected first priority security interest in favor of the Administrative Agent may deem necessary or desirable for the benefit of the Secured Parties, at the Borrower’s expense (i) within 10 Business Days after such acquisition, furnish to the Administrative Agent (x) a description of the property so acquired in obtaining detail reasonably satisfactory to the full benefits ofAdministrative Agent and (y) “life of the loan” flood zone determinations and, or (as applicable, flood insurance and borrower notices (all in compliance with applicable regulations and Flood Laws) with respect to such real property, each in perfecting scope, form and preserving the Liens of, such guaranties, supplements substance reasonably satisfactory to the Security Agreement Administrative Agent and Pledge Agreement, and other security and pledge agreements.(ii) within 60 days after such acquisition (or such later time as may be determined by the Administrative Agent in its sole discretion):
Appears in 1 contract
Samples: Credit Agreement (On Assignment Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, by any CFC or a Loan Party and/or upon any existing Inactive Subsidiary that is held directly a Domestic Subsidiary having or indirectly by a CFC) by any Loan Partyacquiring assets such that it will no longer satisfy the conditions to be an Inactive Subsidiary as provided in the definition of “Inactive Subsidiary” in Section 1.01, then the Borrower Borrowers shall, at Borrowers’ expense, within 30 thirty (30) days after such formation formation, acquisition or acquisition, at the Borrower’s expenseconversion from an Inactive Subsidiary status:
(ia) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, joinder agreement substantially in the form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,of Exhibit I (a “Joinder Agreement”);
(iib) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,, together with the documentation, evidence, consents and other items called for by Section 5.01;
(iiic) cause such Subsidiary or JV Subsidiary Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to become a Guarantor and to xxxxx x Xxxx against all of its assets (other than Excluded Property) to duly execute by executing and deliver delivering to the Administrative Agent supplements to on behalf of the Security Agreement and Pledge Agreement and other security and pledge agreementsSecured Parties such Collateral Documents, as specified by and in form and substance satisfactory to the Administrative Agent, as the Administrative Agent (including delivery of all instruments specified in Section 4.01(a)(iii)); provided, any shall deem appropriate for such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,purpose;
(ivd) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative on behalf of the Administrative Agent designated by it) Secured Parties valid and subsisting Liens on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements Collateral Documents delivered pursuant to this Section 6.127.19, enforceable against all third parties in accordance with their terms, and;
(ve) if requested by the Administrative Agent, execute and deliver to the Administrative AgentAgent on behalf of the Secured Parties a Security Agreement and all certificates (or other evidence acceptable to Lender) evidencing the issued and outstanding Equity Interests of any such Subsidiary which shall be endorsed or accompanied by stock powers executed in blank, as applicable; and
(f) 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 (ia), (iiic), (d) and (ive) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 1 contract
Samples: Loan Agreement (Omega Protein Corp)
Covenant to Guarantee Obligations and Give Security. (aI) Upon (A) the formation occurrence and during the continuance of a Default or acquisition (B) the Index Debt of CBI being rated lower than BB- by S&P or Ba3 by Xxxxx'x, then each Borrower shall, in each case at such Borrower's expense and to the fullest extent permitted under the Certificate of Designation and the IXC 9% Indenture:
(1) as soon as practicable but in any new direct or indirect Subsidiary or JV Subsidiary event within 20 days thereafter, furnish to which more than 5.0% the Administrative Agent a description of the assets constituting real and personal properties of each of the Total Asset Value is attributable on an individual basis Loan Parties and their respective Subsidiaries (by street address and property type maintained at such address) in detail reasonably satisfactory to the Administrative Agent;
(2) within 10 days thereafter, cause each Subsidiary (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then (to the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if extent it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementGuaranty Supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ ' obligations under the Loan Documents,
(ii3) furnish to the Administrative Agent a description of the real within 15 days thereafter duly execute and personal properties of deliver, and cause each such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent mortgages, pledges, assignments, security agreement supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery Agent, securing payment of all instruments specified in Section 4.01(a)(iii)); providedthe Obligations of the applicable Loan Party, any such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties (other than fiber in which an IRU has been granted prior to the date hereof or other direct pursuant to 5.02(e)(i) or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary5.02(e)(viii)(B)),
(iv4) within 30 days thereafter, take, and cause such Subsidiary or JV Subsidiary and each direct and indirect such parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take take, whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 and security interests in the real and personal properties purported to be subject to the mortgages, pledges, assignments, security agreement supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.125.01(j), enforceable against all third parties in accordance with their terms, and,
(v5) within 35 days thereafter, 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 (x) as to the matters contained in clauses (i), 1) through (iii) and (iv4) 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, (y) as to the matters contained in clause (4) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (z) as to such other matters as the Administrative Agent may reasonably request.,
(b6) At any time 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 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 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,
(7) 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 Administrative Agent's 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 Subsidiary to take, as the case may be, all such other action as the Administrative Agent may deem necessary or desirable in 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,
(8) 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 Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements; and
(II) Upon (A) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party (other than CBT or any of CBT's Subsidiaries) or (B) the date on which (x) all contracts or indentures or the Certificate of Designation, in effect on the date hereof that limit, restrict or prohibit the creation, pledge or assignment of a security interest in the Excluded Equity Interests (as defined in the Security Agreements) are no longer in effect or (y) the creation, pledge or assignment of such security interest is no longer prohibited, then each Borrower shall, in each case at such Borrower's expense:
(1) within 10 days thereafter, cause each Subsidiary, to duly execute and deliver to the Security Agreement Administrative Agent a guaranty or Guaranty Supplement, in form and Pledge Agreementsubstance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties' obligations under the Loan Documents,
(2) within 15 days thereafter 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 Administrative Agent pledges, assignments, security agreement supplements and other security 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, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such personal property;
(3) within 30 days thereafter, take, and cause such Subsidiary or such parent to take, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements) 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 and security interests in the personal property purported to be subject to the 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,
(4) within 35 days thereafter, 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 (x) as to the matters contained in clauses (1) through (3) 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, (y) as to the matters contained in clause (3) above, as to such recordings, filings, and other actions being sufficient to create valid perfected Liens on such properties, and (z) as to such other matters as the Administrative Agent may reasonably request, and
(5) 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 Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, pledges, assignments, security agreement supplements and pledge 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 Domestic Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a and any Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 30 days after such formation or acquisition, cause such Subsidiary or JV Domestic Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Domestic 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 Loan Party shall guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,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 (for each Domestic Subsidiary);
(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 or JV Domestic Subsidiary, in detail satisfactory to the Administrative Agent,;
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary Domestic Subsidiary, and each direct and indirect parent of such Subsidiary or JV Domestic Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security Agreement and Pledge Agreement Supplements and other security and pledge agreementsagreements (including amendments and supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity in and of such Domestic Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any securing payment of all the Obligations of such supplements to Domestic Subsidiary, or such parent, as the Pledge Agreement or other pledge agreements shall not be required case may be, under the Loan Documents and constituting Liens on all such real and personal properties, and with respect to any Equity Interests each Mortgaged Property encumbered by a Mortgage, pursuant to this Section 6.12(a)(iii), deliver the items set forth in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,Sections 4.01(a)(iv) and 6.21 hereof;
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary Domestic Subsidiary, and each direct and indirect parent of such Subsidiary or JV Domestic 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 supplements the deeds of trust, trust deeds, deeds to the secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), hypothecs, Security Agreement Supplements and Pledge Agreement and other security and pledge agreements (including amendments and supplements thereto) delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and;
(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 and Lien 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 and other security and pledge agreements (including amendments and supplements thereto), 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, 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 and other security and pledge agreements (including amendments and supplements thereto), 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 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 (other than any Subsidiary that is held directly or indirectly by a CFC) 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) 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 and other security and pledge agreements (including amendments and supplements thereto) 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 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 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 Administrative Agent may reasonably request, and
(v) as promptly as practicable after such request, deliver 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.
(d) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages (other than leasehold mortgages and leasehold deeds of trust), Security Agreement and Pledge Agreement, Supplements and other security and pledge agreementsagreements (including amendments and supplements thereto). Notwithstanding anything in this Section 6.12 to the contrary 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. Notwithstanding anything in any of the Loan Documents to the contrary, nothing in this Agreement or any other Loan Document shall require any Borrower or Loan Party to make any filings or take any actions to record or to perfect the Administrative Agent’s security interest in any IP Rights other than filing of documents effecting the recordation of security interests in the United States Copyright Office or United States Patent and Trademark Office.
Appears in 1 contract
Samples: Senior Secured Super Priority Priming Debtor in Possession Credit Agreement (Cenveo, Inc)
Covenant to Guarantee Obligations and Give Security. If (a) Upon the formation or acquisition of any new direct or indirect a Restricted Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC ) of the Parent Borrower is formed or acquired after the Closing Date or (b) an Excluded Subsidiary ceases to constitute an Excluded Subsidiary (but remains a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shallRestricted Subsidiary), within 30 days five Business Days after the date such formation Restricted Subsidiary is formed or acquisitionacquired or such Excluded Subsidiary ceases to constitute an Excluded Subsidiary, at as applicable, notify the Borrower’s expenseCollateral Agent thereof and, within 20 Business Days after the date such Restricted Subsidiary is formed or acquired or such Subsidiary ceases to constitute an Excluded Subsidiary (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower will or will cause such Restricted Subsidiary to:
(i) cause such Subsidiary or JV Restricted Subsidiary, and cause each the direct and indirect parent of such Subsidiary or JV Restricted Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent (x) a guaranty or guaranty supplementsupplement to the Guarantee and Collateral Agreement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to Documents and covering the Administrative Agent a description of the real and personal properties property of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, Restricted Subsidiaries as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Debt and Pledged Equity in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii4.01(a)(i)); provided, any securing payment of all the Obligations of such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Restricted Subsidiary or JV Subsidiary or other direct or indirect parent such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties and (y) in the case of such Subsidiary or JV a Restricted Subsidiary that constitutes an Unpledgeable Subsidiary,owns Inventory, a Joinder Agreement;
(ivii) cause such Subsidiary or JV Subsidiary and each the direct and indirect parent of such Subsidiary or JV Restricted Subsidiary (if it has not already done so) to take whatever action (including 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 personal properties purported to be subject to supplements to the Security Guarantee and Collateral Agreement and Pledge Agreement and security and pledge agreements supplements thereto delivered pursuant to this Section 6.126.10, enforceable against all third parties in accordance with their terms, ; and
(viii) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole 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 reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (ivii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Leslie's, Inc.)
Covenant to Guarantee Obligations and Give Security. Upon
(a) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, (b) the formation or acquisition of any new direct or indirect Subsidiary by any Loan Party or JV Subsidiary any of its Subsidiaries or (c) the acquisition of any property by any Loan Party or any of its Subsidiaries that is not already subject to which more than 5.0% a perfected first priority security interest (subject to Permitted Liens) in favor of the assets constituting Collateral Agent for the Total Asset Value benefit of the Secured Parties, the Borrower shall, in each case at the Borrower’s expense:
(i) in connection with the formation or acquisition of a Subsidiary (A) that is attributable on an individual basis (other than an Excluded Subsidiary, any neither a CFC or nor a Subsidiary that is held directly or indirectly by a CFC (a “Domestic Subsidiary”), or (B) that is a CFC or held directly or indirectly by a CFC) by any Loan Party, then to the extent no adverse tax consequences to the Borrower shallwould result therefrom, within 30 days 10 Business Days after such formation or acquisition, at the Borrower’s expense:
(i) cause each such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,Documents and a joinder agreement, in form and substance reasonably satisfactory to the Collateral Agent, pursuant to which such Subsidiary shall become a party to the Intercreditor Agreement;
(ii) within 10 Business Days after such request, formation or acquisition, furnish to the Administrative Agent a description of the material real and personal properties of such Subsidiary or JV Subsidiary, the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,;
(iii) within 15 Business Days after such request, formation or acquisition, duly execute and deliver, and cause each such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent supplements to the mortgages, pledges, assignments, Security Agreement and Pledge Supplements, IP Security Agreement Supplements and other security and pledge agreementsinstruments of the type specified in Section 4.01(a)(iii), as specified by and in form and substance consistent with the Collateral Documents delivered on the Closing Date and reasonably satisfactory to the Administrative Collateral Agent (including delivery of all instruments specified Pledged Interests in Section 4.01(a)(iiiand of such Subsidiary)), 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 constituting Liens on the Equity Interests of such Subsidiary and in its assets; provided, provided that (A) the voting Equity Interests of any such supplements to the Pledge Agreement Subsidiary of a Loan Party held directly or other pledge agreements indirectly by a CFC shall not be required with respect to any pledged, and (B) if such new property is voting Equity Interests in a CFC or assets of a CFC and to the extent the pledge of greater than 65% of such voting Equity Interests or a pledge, Lien or security interest in such assets would result in adverse tax consequences to the Borrower, only 65% of such voting Equity Interests shall be pledged in favor of the Secured Parties and no pledge, Lien or security interest shall be granted in such assets in favor of the Secured Parties;
(iv) within 30 days after such request, formation or acquisition, take, and cause such Subsidiary or JV such parent to take (other than any Subsidiary of a Loan Party that is a CFC or other whose direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,
(iv) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take is a CFC), whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to supplements to the mortgages, pledges, assignments, Security Agreement and Pledge 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, including, if such property consists of owned real property with a value in excess of $1,000,000, the following:
(A) Mortgages, in form and substance reasonably satisfactory to the Administrative Agent and its counsel, together with assignments of leases and rents, duly executed by the appropriate Loan Party,
(B) 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 reasonably deem necessary or desirable in order to create a valid first and subsisting Lien on the property (subject to Liens permitted under the Loan Documents) described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid,
(C) fully paid Mortgage Policies in respect to the owned real property subject to the Mortgages in form and substance, with endorsements (to the extent available at customary rates) and in amounts acceptable to the Administrative Agent, issued 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 (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents and for mechanics’ and materialmen’s Liens) as the Administrative Agent may deem necessary or desirable,
(D) 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 60 days before the day of delivery of the applicable Mortgage, 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, the location of any easements noted in the Mortgage policies, parking spaces, rights of way, building set-back lines and other dimensional regulations (each to the extent plottable) and the absence of encroachments, either by such improvements to or on such property, and other defects, which cannot otherwise be insured over in the Mortgage Policies, other than encroachments and other defects reasonably acceptable to the Administrative Agent, and
(E) each of the items required by Sections 6.21(d), (e) and (f) and, upon the reasonable request of the Administrative Agent, environmental and other reports as to the properties described in and the documentation for the Mortgages, in form and substance and from professional firms acceptable to the Administrative Agent;
(v) within 60 days after such request, formation or 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, the Collateral 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, 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 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 Administrative Agent may reasonably request.;
(bvi) At any time 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 leased by the entity that is the subject of such request (not to include any Subsidiary of a Loan Party that is a CFC or a Subsidiary of a Loan Party that is held directly or indirectly by a CFC to the extent adverse tax consequences to the Borrower would result therefrom), formation or acquisition title reports, surveys and environmental assessment reports, and such other reports as the Administrative Agent may reasonably request, each in scope, form and substance reasonably satisfactory to the Collateral Agent;
(vii) upon the occurrence and during the continuance of an Event of Default, with respect to any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time upon the Administrative Agent’s request, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such Subsidiary to take, as the case may be, all such other action as the Administrative Agent may reasonably deem necessary or desirable in 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; and
(viii) 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 Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens ofof such mortgages, such guarantiespledges, supplements to the assignments, Security Agreement Supplements, IP Security Agreement Supplements and Pledge Agreement, and other security and pledge agreements.
Appears in 1 contract
Samples: First Lien Senior Secured Credit Agreement (WII Components, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Domestic Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Administrative Borrower shall, at the Administrative Borrower’s expense:
(i) within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the material real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement such 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 instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all personal properties constituting Collateral,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 supplements to the Security Agreement security agreements and Pledge Agreement and other 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 after such formation or acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its reasonable discretion, within 30 days after such reasonable request therefor, a signed copy of a customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) Upon the formation or acquisition of any new direct or indirect Material Foreign Subsidiary by any Loan Party, the Administrative Borrower shall, at the Administrative Borrower’s expense:
(i) within 30 days after such formation or 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 the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Foreign Obligors’ obligations under the Loan Documents,
(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the material real and personal properties of such Material Foreign Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within 45 days after such formation or acquisition, cause such Material Foreign Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent such 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 instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Material Foreign Subsidiary under the Loan Documents and constituting Liens on all personal properties,
(iv) within 60 days after such formation or acquisition, cause such Material Foreign Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be reasonably necessary or advisable in the reasonable opinion of the 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 security agreements and other 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 after such formation or acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its reasonable discretion, a signed copy of a customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request.
(c) Upon the acquisition of any material real property or material personal 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 Administrative Borrower shall, at the Administrative Borrower’s expense:
(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within 30 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent such security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be reasonably necessary or advisable in the reasonable opinion of the 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
(iv) within 60 days after such acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its reasonable discretion, within 30 days after such reasonable request therefor, a signed copy of a customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request.
(d) Upon the Administrative Agent’s request therefor after the occurrence and during the continuance of any Event of Default, the Administrative Borrower shall, at the Administrative Borrower’s expense:
(i) within 30 days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties located in the United States in detail reasonably satisfactory to the Administrative Agent,
(ii) within 30 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, such security agreements, other security and pledge agreements, and, with respect to any manufacturing facility of such Loan Party located in the United States, leasehold mortgages, and leasehold deeds of trust, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all 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; provided that, in respect of any lease with any third party that prohibits the entering into of any leasehold mortgage by such Loan Party without the landlord’s consent and which consent has not been obtained by such Loan Party after using its reasonable best efforts, such Loan Party shall not be obligated to enter into a leasehold mortgage in favor of the Administrative Agent as provided herein,
(iii) within 30 days after such request, take, and cause each 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 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, the security agreements and other 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 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), (iiiii) and (iviii) 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 sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Loan Parties and located in the United States, 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 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.
(be) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreementsecure debt, and mortgages, such security agreements, other security and pledge agreements, and, with respect to any manufacturing facility located in the United States, leasehold mortgages, and leasehold deeds of trust. Notwithstanding anything to the contrary contained herein, (x) the Administrative Borrower and its Subsidiaries shall not be required to xxxxx x Xxxx in any Collateral or perfect any Lien on Collateral to the extent the burden or cost of obtaining or perfecting a Lien therein outweighs the benefit of the security afforded thereby, as determined by the Administrative Agent in its reasonable discretion, (y) no Domestic Subsidiary shall be required to become a “Domestic Subsidiary Guarantor” hereunder in the event such Domestic Subsidiary is not permitted by Law to enter into the Guaranty and (z) no Material Foreign Subsidiary shall be required to become a “Foreign Subsidiary Guarantor” hereunder in the event (1) a material adverse tax consequence would result from the execution and delivery of the Guaranty as contemplated herein, (2) such Material Foreign Subsidiary is not permitted by Law to enter into the Guaranty, or (3) as otherwise agreed to by the Administrative Agent (as hereinafter defined), in its reasonable discretion, after consultation with the Borrower.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon Subject to the proviso set forth below, (w) upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Immaterial Subsidiary or an Excluded Foreign Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then (x) if the Borrower shallhas knowledge that any Foreign Subsidiary ceases to constitute an Excluded Foreign Subsidiary, (y) if any Subsidiary ceases to constitute an Immaterial Subsidiary or (z) if at any time any Subsidiary issues, guarantees or otherwise is obligated on any SubordinatedJunior Indebtedness or any other Indebtedness incurred pursuant to Section 7.02(j) and such Subsidiary is not a Guarantor, in each case promptly notify the Administrative Agent and within 30 days after thereafter (or such formation or acquisition, later times as may be determined by the Administrative Agent in its sole discretion) and in each case at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan DocumentsSecured Obligations,
(ii) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreementsagreements and supplements and joinders to existing Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative 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(a)(iii4.01(d)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Secured Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties,
(iviii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties personal property purported to be subject to supplements to the Security Agreement and Pledge Agreement and 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) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of an 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) 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) 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 (1) any Excluded Foreign Subsidiary or Immaterial Subsidiary be required to guaranty the payment of any Secured Obligation (unless the circumstances described in subclause (3) of this clause (a) apply), (2) the Loan Parties, individually or collectively, be required to pledge in excess of 65% of the outstanding voting Equity Interests of any Excluded Foreign Subsidiary or (3) 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 of any real property by any Loan Party, if such property, has a fair market value in excess of $3,000,000 individually or would cause the aggregate fair market value of all real property acquired since the Closing Date to exceed $7,000,00030,000,000 individually (any such real property, the “Material Real Property” (it being acknowledged and agreed that all real property shall be subject to the negative pledge requirements of Section 7.01 and the double negative pledge requirements of Section 7.09(c)), 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 (i) within 10 Business Days after such acquisition, furnish to the Administrative Agent (x) a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent and (y) “life of the loan” flood zone determinations and, as applicable, flood insurance and borrower notices (all in compliance with applicable regulations and Flood Laws) with respect to such real property, each in scope, form and substance reasonably satisfactory to the Administrative Agent and (ii) within 60 days after such acquisition (or such later time as may be determined by the Administrative Agent in its sole discretion):
(A) cause the applicable Loan Party to deliver 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,
(B) 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 real property,
(C) 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 real property, enforceable against all third parties,
(D) 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), (iiiA) and (ivB) aboveabove 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
(E) 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 Material Real Property 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; Notwithstanding anything herein to the contrary, no mortgage, deed of trust, trust deed, deed to secure debt or other security instrument with respect to any real property shall be executed until (A) each Revolving Credit Lender has received, at least twenty (20) days in advance of signing, all of the documentation described in clause (b)(i) above with respect to such property and (B) each Revolving Credit Lender has received such other documents that are necessary to comply with the Flood Laws and all other applicable flood laws and regulations with respect to such property, but only to the extent such other documents described in this clause (B) shall have been requested by such Revolving Credit Lender in a writing received by the Administrative Agent within ten (10) days of such Revolving Credit Lender’s receipt of the documentation described in clause (b)(i) above.
(bc) 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreementsecure debt, mortgages, and other security and pledge agreementsagreements and supplements and joinders to existing Collateral Documents.
Appears in 1 contract
Samples: Credit Agreement (ASGN Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis Subsidiaries (other than an Excluded a Disqualified Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then Holdings or the Borrower shall, in each case at its own expense (provided, that upon request of the Borrower, the time period for complying with any provision of this Section 6.12(a) may be extended by the Administrative Agent in its discretion, up to an additional 15 days):
(i) within 30 15 days after such formation or acquisition, at the Borrower’s expense:
(i) cause each such Subsidiary or JV Subsidiary(other than, to the extent material adverse tax consequences would otherwise result, any Subsidiary that is a CFC), and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan 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 or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV (other than, to the extent material adverse tax consequences would otherwise result, any Subsidiary that is a CFC) and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver, to the Administrative Agent, with respect solely to owned personal property, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as reasonably specified by and in form and substance reasonably satisfactory to the 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 owned properties (to the extent such properties are of a type purported to be subject to the Liens created under the Collateral Documents),
(iv) within 30 days after such formation or acquisition, take, and cause such Subsidiary (other than, to the extent material adverse tax consequences would otherwise result, any CFC) 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 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 owned personal properties purported to be subject to the pledges, assignments, 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 the request of the Administrative Agent in its sole discretion (if such request is made within 30 days after receipt by the Administrative Agent of the information referred to in clause (ii) above), deliver to the Administrative Agent supplements 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) above, and as to such other matters as the Administrative Agent may reasonably request,
(b) Upon the acquisition of any owned property of the type not excluded from the definition of “Collateral” under the Collateral Documents 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 Administrative Agent for the benefit of the Secured Parties, then Holdings or the Borrower shall, at its own expense (provided, that upon request of the Borrower, the time period for complying with any provision of this Section 6.12(b) may be extended by the Administrative Agent in its discretion, up to an additional 15 days):
(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 15 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent Security Agreement and Pledge Supplements, IP Security 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 subject to the terms set forth in the Security Agreement,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including 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 the request of the Administrative Agent in its sole discretion (if such request is made within 30 days after receipt by the Administrative Agent of the information referred to in clause (i) above), 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
(c) 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 and each Subsidiary of a Loan Party (other than, to the extent that material adverse tax consequences would otherwise result, any CFC) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, mortgages, 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 Interests in and of any Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiaryproperties,
(iviii) within 30 days after such request, take, and cause such Subsidiary or JV Subsidiary each Loan Party and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done soother than, to the extent that material adverse tax consequences would result, any CFC) of a Loan Party to take 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 the properties purported to be subject to supplements to the deeds of trust, trust deeds, mortgages, Security Agreement and Pledge 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,
(viv) deliver to the Administrative Agent, upon within 60 days after the request of the Administrative Agent in its sole discretion, 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), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request., and
(bv) At any time as promptly as practicable after such request, deliver, upon the request of the Administrative AgentAgent in its sole discretion, promptly execute and deliver any and all further instruments and documents and take all such other action as to the Administrative Agent may deem necessary with respect to each parcel of real property owned 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 Administrative Agent, provided, however, that to the extent that any Loan Party or desirable in obtaining any of its Subsidiaries shall have otherwise received any of the full benefits of, or (as applicable) in perfecting and preserving the Liens offoregoing items with respect to such real property, such guarantiesitems shall, supplements promptly after the receipt thereof, be delivered to the Security Agreement and Pledge Agreement, and other security and pledge agreementsAdministrative Agent.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty or (y) the receipt by a Subsidiary of the necessary approvals and/or consents pursuant to Section 6.14, then then, in each case, the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s 's expense:
(i) within 30 days after such formation, acquisition or receipt of such approvals and/or consents cause such Subsidiary or JV (other than a Regulated Subsidiary), and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ ' obligations under the Loan Documents,
(ii) within 30 days after such formation, acquisition or receipt of such approvals and/or consents, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation, acquisition or receipt of such approvals and/or consents, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the a Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all pledged Equity 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 constituting Liens on all such personal properties; provided, any such supplements to the Pledge Agreement or other pledge agreements provided that a Regulated Subsidiary shall not be required with respect to any Equity Interests in such Subsidiary execute a Security Agreement or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,otherwise grant a security interest to the Administrative Agent;
(iv) within 30 days after such formation, acquisition, or receipt of such approvals and/or consents, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement 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 30 days after such formation, acquisition or receipt of such approvals and/or consents (other than with respect to the formation or acquisition of an Immaterial 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 Administrative Agent may reasonably request.
(b) At Upon the formation or acquisition by any time upon request Loan Party of any new direct or indirect Subsidiary that is a CFC or of a Subsidiary that is held directly or indirectly by a CFC, the Borrower shall, at the Borrower's expense, (i) within 30 days after such formation or acquisition, cause such Loan Party to pledge to the Administrative Agent all of such Subsidiary's non-voting Equity Interests and 66% of the total combined voting Equity Interests of such Subsidiaries that are held directly or indirectly by such Loan Party pursuant to a pledge agreement in form and substance satisfactory to the Administrative Agent; and (ii) take such other actions and deliver, promptly execute and deliver any and all further instruments and or caused to be delivered, such other documents and take all such other action opinions as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or required by Section 6.12(iv) and (as applicablev) in perfecting and preserving the Liens of, connection with such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreementspledge.
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 Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, excluding (i) any CFC or a any Subsidiary that is held directly or indirectly by a CFC, (ii) any Unrestricted Subsidiary and (iii) any Immaterial Subsidiary (except that up to 66% of the Equity Interest in a CFC held directly by the Borrower or any Subsidiary, other than a Subsidiary described in clause (i), (ii) or (iii) above, is subject to pledge as contemplated by clause (ii) below)) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 20 days after such formation or acquisition (or such longer period as the Administrative Agent may in its discretion approve), cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent (except, if applicable, Lariat, Cholla Pipeline, L.P. or Sagebrush Pipeline, LLC) of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,;
(ii) furnish subject in the case of Oil and Gas Properties to Section 6.12(b), within 30 days after such formation or acquisition (or such longer period as the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiarymay in its discretion approve), in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent (except, if applicable, Lariat, L.L.C., Cholla Pipeline, L.P. or Sagebrush Pipeline, LLC) of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge 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 in and of such Subsidiary, and other instruments specified in Section 4.01(a)(iii)); provided, any such supplements to required under the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Security Agreement) securing payment of all the Obligations of such Subsidiary or JV such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided however, that notwithstanding the foregoing, neither the Borrower nor any Subsidiary that constitutes an Unpledgeable will be required to grant a security interest in the Equity Interest of any (i) CFC in excess of 66% of the Equity Interest of such CFC, (ii) Immaterial Subsidiary or (iii) Unrestricted Subsidiary,;
(iviii) subject in the case of Oil and Gas Properties to Section 6.12(b), within 30 days after such formation or acquisition (or such longer period as the Administrative Agent may in its discretion approve), cause such Subsidiary or JV Subsidiary and each direct and indirect parent (except, if applicable, Lariat, Cholla Pipeline, L.P. or Sagebrush Pipeline, LLC) of such Subsidiary or JV 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 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 supplements the deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge 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
(viv) within 60 days after such formation or acquisition (or such longer period as the Administrative Agent may 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), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request all times the Obligations shall be secured by Liens covering and encumbering at least 80% of the total Attributed Value of the Proved Reserves attributable to the Engineered Oil and Gas Properties. To the extent additional Oil and Gas Properties need to be secured by Liens in favor of the Administrative Agent to effect the foregoing, 30 days after the delivery of each Engineering Report, the Loan Parties that own Engineered Oil and Gas Properties shall execute and deliver (i) mortgages and deeds of trust in form and substance reasonably acceptable to the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all together with such other action 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 may shall deem necessary or desirable in obtaining the full benefits ofto grant, or (as applicable) in perfecting evidence and preserving perfect the Liens of, on such guaranties, supplements additional properties required by this Section 6.12(b) and (ii) evidence of title reasonably satisfactory to the Security Agreement Administrative Agent with respect to such additional properties, but only to the extent necessary such that the Borrower shall have delivered evidence of title covering Engineered Oil and Pledge AgreementGas Properties subject to the Mortgages comprising at least 75% of the total Attributed Value of the Proved Reserves attributable to the Engineered Oil and Gas Properties required by this Section 6.12(b) to be subject to the Mortgages; provided, however, that the requirements of this Section 6.12(b) shall not apply to any Oil and other security Gas Properties as to which the Administrative Agent shall determine in its reasonable discretion, after consultation with the Borrower, that the costs and pledge agreementsburden of obtaining such evidence of title are excessive in relation to the value of the benefits afforded thereby.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded any Unrestricted Subsidiary, any CFC or a CFC, a Subsidiary that is held directly or indirectly by a CFCCFC or any Domestic Subsidiary that is a disregarded entity for U.S. federal income tax purposes if substantially all of the assets of such Domestic Subsidiary consist of Equity Interests in one or more Foreign Subsidiaries) by any Loan Party, then the Borrower shall, at the Borrower’s expense, within 30 days the time period specified below unless the Administrative Agent in its sole discretion consents to an extension thereof: (i) within 10 Business Days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementcounterpart to this Agreement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
, (ii) furnish to the Administrative Agent a description of the real and personal properties of within 15 Business Days after such Subsidiary formation or JV Subsidiaryacquisition, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement Collateral Documents and other security and pledge agreementsagreements covering the personal property of such Subsidiaries, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Debt and Pledged Equity in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii4.01(a)(ii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,
such parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties, (iviii) within 15 Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 personal properties purported to be subject to supplements to Collateral Documents, as applicable, and the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
and (viv) within 15 Business 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 Credit Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request.. - 75-
(b) Subject to the Intercreditor Agreement, promptly grant to the Collateral Agent, within 30 days of the acquisition thereof, a security interest in and Mortgages on each parcel of Real Estate owned in fee by such Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least $5.0 million as additional security for the Obligations (unless the subject property is already mortgaged to a third-party to the extent permitted by Section 7.01). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens or other Liens acceptable to the Administrative Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such actions and execute and/or deliver to the Collateral Agent such documents as the Administrative Agent or the Collateral Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Estate (including (i) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or applicable state title policy in form and substance, with endorsements and in amounts acceptable to the Administrative Agent, issued by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances and other Liens permitted under the Loan Documents, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents, for mechanics’ and materialmen’s Liens and for zoning of the applicable property) and as the Administrative Agent may reasonably deem necessary or desirable (a “Mortgage Policy”), (ii) a Survey, (iii) the Flood Documentation and (iv) a local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent) in respect of such Mortgage). (c) Concurrently with the guarantee by any direct or indirect Domestic Subsidiary that is a Restricted Subsidiary of any obligations under the ABL Loan Documents, cause such direct or indirect Subsidiary to guarantee the Obligations of the Loan Parties hereunder and otherwise comply with the requirements of this Section 6.12. (d) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, supplements to the Security Agreement and Pledge Agreement, Collateral Documents and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. At any --------------------------------------------------- time (ax) Upon upon the formation or acquisition request of the Collateral Agent, (y) at such time as any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% Subsidiaries of the assets constituting the Total Asset Value Borrower are formed or acquired by any Loan Party or (z) any property is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) acquired by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, in each case at the expense of the Borrower’s expense:
(i) within 10 days after such request, formation or acquisition, cause each such Subsidiary or JV (including, without limitation, any Foreign Subsidiary), and cause each direct and indirect parent (other than the Borrower) of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Collateral Agent a guaranty or guaranty supplementguaranty, in form and substance satisfactory to the Administrative Collateral Agent, guaranteeing the other Loan Parties’ obligations ' Obligations under the Loan Documents,
(ii) within 10 days after such request, formation or acquisition, furnish to the Administrative Collateral Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, the Borrower and its Subsidiaries in detail satisfactory to the Administrative Collateral Agent,
(iii) within 15 days after such request, formation or acquisition, duly execute and deliver, and cause each such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Collateral Agent supplements to the Security Agreement and Pledge Agreement mortgages, pledges, assignments and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery Collateral Agent, securing payment of all instruments specified the Obligations of the Borrower, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such properties; provided that with -------- respect to any leasehold, the Borrower shall use, and shall cause its Subsidiaries to use, best efforts to acquire such leasehold in Section 4.01(a)(iii)); provided, any a way such supplements to that consent of the Pledge Agreement or other pledge agreements landlord thereof shall not be required in connection with respect the mortgaging thereof; provided further, however, that such leasehold shall not be -------- ------- ------- required to any Equity Interests be mortgaged if, after the applicable Loan Party has used its best efforts as set forth in the immediately preceding proviso and to obtain landlord consents to the extent required by Section 5.01(p), such Subsidiary or JV Subsidiary or other direct or indirect parent of Loan Party is unable to obtain such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiaryconsent,
(iv) within 15 days after such request, formation or acquisition, take, and cause such Subsidiary or JV Subsidiary and each direct and indirect such parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take take, whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement mortgages, pledges, assignments and security and pledge agreements delivered pursuant to this Section 6.125.01(n), enforceable against all third parties in accordance with their terms, and,
(v) within 60 days after such request, formation or acquisition, deliver to the Administrative Collateral Agent, upon the request of the Administrative Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Collateral Agent as to the matters contained in clauses (i), (iii) and (iv) above, as to such guaranties, mortgages, pledges, assignments 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 Administrative Collateral Agent may reasonably request.,
(bvi) At any time as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Administrative Collateral Agent in its sole discretion, to the Collateral Agent (x) with respect to each parcel of real property owned or held by the entity (including, without limitation, any Foreign Subsidiary) that is the subject of such request, formation or acquisition and on which a manufacturing facility is located, surveys and engineering, soils and other reports meeting the criteria specified in Section 3.01(p)(ix)(C) or (D), as the case may be, Mortgage Policies and an environmental assessment report meeting the criteria specified in Section 3.01(p)(xv) and (y) with respect to each other parcel of real property owned by the entity that is the subject of such request, formation or acquisition, title reports meeting the criteria specified in Section 3.01(p)(ix)(B), provided, however, that to the extent -------- ------- that the Borrower 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) promptly cause to be deposited, and cause each of its Subsidiaries to cause to be promptly 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 Subsidiary to take, as the case may be, all such other action as the Collateral Agent may deem necessary or desirable in 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) within 10 days after such request, acquisition or formation, with respect to each Pledged Account (as defined in the Security Agreement), (A) enter into a Blocked Account Letter (as defined in the Security Agreement) with the Pledged Account Bank (as defined in the Security Agreement) with which such Pledged Account is maintained, (B) direct each Obligor (if not previously so directed) to make all payments to a Blocked Account, a Pledged Account or the Cash Collateral Account and (C) on each day (or, if such day shall not be a Business Day, on the next succeeding Business Day), deposit all cash receipts and all proceeds of Collateral and all other amounts received by it on such day, other than xxxxx cash required for the operation of the Grantor's bowling centers (including, without limitation, cash necessary to be paid to vendors of alcoholic beverages), into a Blocked Account, a Pledged Account or the Cash Collateral Account, and
(ix) 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 Administrative Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements mortgages, pledges, assignments and security agreements. Nothing contained in this Section 5.01(n) shall apply to stock or assets of any Foreign Subsidiary to the Security Agreement and Pledge Agreementextent that as a result thereof, and other security and pledge agreementsmaterial adverse tax consequences shall be suffered by the Borrower or its Subsidiaries."
Appears in 1 contract
Samples: Credit Agreement (Amf Bowling Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower Borrowers shall, at the Borrowers’ expense:
(i) within 30 15 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty, guaranty supplement, or joinder in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement secure debt, mortgages, joinders, and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including including, subject to the Intercreditor Agreement, delivery of all pledged Equity Interests in and of such Subsidiary to the First Lien Administrative Agent, and other instruments of the type specified in Section 4.01(a)(iii4.01(a)(v)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Second Priority Liens on all such real and personal properties,
(iv) within 45 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 Second Priority Liens on the properties purported to be subject to supplements the deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement secure debt, mortgages 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 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 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 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, property condition assessments 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.
(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 Second Priority Lien (subject to Liens permitted pursuant to Section 7.01(i)) in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrowers shall, at the Borrowers’ expense:
(i) within 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 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, joinders, 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 Second Priority Liens on all such properties,
(iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary 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 Second Priority 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 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 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, property condition assessments, 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 Borrowers shall, at the Borrowers’ 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 30 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, and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including, subject to the Intercreditor Agreement, delivery of all pledged Equity Interests and pledged debt in and of such Subsidiary to the First Lien Administrative Agent, and other instruments of the type specified in Section 4.01(a)(v)), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Second Priority Liens on all such properties,
(iii) within 45 days after such request, take, and cause each 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 Second Priority 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, 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 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 sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by either Borrowers or their respective Subsidiaries, title reports, surveys and engineering, soils and other reports, property condition assessments, 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreementsecure debt, mortgages, leasehold mortgages, leasehold deeds of trust, and other security and pledge agreements.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Prospect Medical Holdings Inc)
Covenant to Guarantee Obligations and Give Security. (aI) Upon (A) the formation occurrence and during the continuance of a Default or acquisition (B) the Index Debt of CBI being rated lower than BB- by S&P or Ba3 by Mxxxx’x, then each Borrower shall, in each case at such Borrower’s expense and to the fullest extent permitted under the Certificate of Designation and the BRCOM 9% Indenture (it being acknowledged by the Agents that all actions required to be taken under this subsection (j)(I) on or prior to the Effective Date have already been taken):
(1) as soon as practicable but in any new direct or indirect Subsidiary or JV Subsidiary event by April 15, 2002, furnish to which more than 5.0% the Administrative Agent a description of the assets constituting real and personal properties of each of the Total Asset Value is attributable on an individual basis Loan Parties and their respective Subsidiaries (other than an the Excluded SubsidiaryEntities) (by street address and property type maintained at such address) in detail reasonably satisfactory to the Administrative Agent;
(2) by June 2, any CFC or a 2002, cause each Subsidiary that is held directly or indirectly by (other than the Excluded Entities and a CFC) by any Loan Party, then (to the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if extent it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementGuaranty Supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii3) furnish to the Administrative Agent a description of the real within 15 days thereafter duly execute and personal properties of deliver, and cause each such Subsidiary or JV Subsidiary, in detail satisfactory to (other than the Administrative Agent,
(iiiExcluded Entities) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent mortgages, pledges, assignments, security agreement supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery Agent, securing payment of all instruments specified the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties other than:
a. fiber in which an IRU has been granted prior to the date hereof or pursuant to Section 4.01(a)(iii5.02(e)(i) or 5.02(e)(viii)(B);
b. the Equity Interests of Wireless LLC held by Wireless Holdco;
c. the Spectrum Assets;
d. any item of real property of CBI or such Subsidiaries that has been irrevocably transferred under title documents satisfactory to the Agents to the Real Estate SPV under terms and conditions acceptable to the Agents (a “Transfer”); provided that if such real property is transferred out of the Real Estate SPV, the Real Estate SPV will be required to deliver mortgages, assignments, surveys (if requested by the Administrative Agent) and title insurance all in form and substance satisfactory to the Agents on such real property at or before the time of such transfer unless such real property is sold or otherwise transferred to a Person in a transaction permitted by Section 5.02(e);
e. any item of real property, the mortgage or Transfer, as the case may be, of which is prohibited by or would constitute a breach of or a default under or give rise to a right of termination under the underlying documentation, where despite the use of best efforts by CBI or such Subsidiaries to obtain a consent to so mortgage or Transfer, such consent cannot be obtained; provided that CBI or such Subsidiaries will attempt to obtain the consent to Transfer if a consent to mortgage any such property interest cannot be obtained;
f. any property interest that CBI has requested be excluded and as to which the Agents, after consultation with an independent consultant to be retained on behalf of the Agents (the “Consultant”), determine that a mortgage or Transfer, as the case may be, is not cost effective in relationship to the benefits to be received by the Lenders from the mortgage or Transfer of such property interest (a list of which real property interests excluded from the requirements of Section 5.01(j)(I) pursuant to clause (e) or (f) hereof will be provided to the Lenders as promptly as practicable by CBI); provided, however, that:
(A) for purposes of this Section 5.01(j)(I)(3), the use of “best efforts” will not require the payment of any monetary consideration or expending continued efforts to obtain such consent if CBI has diligently followed all agreed upon procedures in attempting to obtain such consent unless, after CBI advises that it cannot obtain a particular consent, the Agents, in their discretion reasonably exercised and in consultation with the Consultant, determine that the value to the Lenders of such collateral warrants paying additional consideration or expending continuing efforts to obtain such consent;
(B) notwithstanding the foregoing, the Agents may request that CBI or its Subsidiaries (including BRCOM and its Subsidiaries) grant mortgages on additional real property (other than real property that is held in the Real Estate SPV) and provide surveys, title insurance or other reports specified in Section 5.02(j)(I)(6) on any real property (other than real property that is held in the Real Estate SPV) at any time in their sole discretion; and
(C) in the event that there is a change in the circumstances which gave rise to any real property interest being excluded from the requirements of this Section 5.01(j)(I) or the restrictions which prevented delivering documents hereunder or consummating a Transfer of such real property no longer exist, CBI and its Subsidiaries (including BRCOM and its Subsidiaries) shall promptly Transfer such real property to the Real Estate SPV or execute and deliver to the Administrative Agent all applicable documents required to be delivered under this Section 5.01(j)(I);
(D) if (1) CBT ceases to be subject to all regulation relating to telecommunications businesses by all federal, state and local governmental authorities which prohibits, restricts or requires regulatory approval for the (x) pledging of assets or (y) incurrence of indebtedness, and (2) any action described in clause (x) or (y) could not in the determination of CBI reasonably exercised be expected to result in any such regulatory authority taking an action or refusing to take an action which action or refusal to take any action could have a material adverse effect on CBT, then CBT shall cease to be an Excluded Entity and shall as promptly as practicable deliver to the Administrative Agent supplements to the Pledge Agreement or other pledge agreements Security Agreements and Subsidiary Guaranties in form and substance satisfactory to the Administrative Agent and shall not be required as promptly as practicable take all steps necessary to comply with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,this Section 5.01(j)
(iv4) within 30 days thereafter, take, and cause such Subsidiary or JV Subsidiary and each direct and indirect such parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take take, whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 and security interests in the real and personal properties purported to be subject to the mortgages, pledges, assignments, security agreement supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.125.01(j), enforceable against all third parties in accordance with their terms, and,
(v5) within 35 days thereafter, 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 (x) as to the matters contained in clauses (i), 1) through (iii) and (iv4) 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, (y) as to the matters contained in clause (4) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (z) as to such other matters as the Administrative Agent may reasonably request.,
(b6) At any time as promptly as practicable thereafter, deliver to the Administrative Agent title search reports (review of which shall be limited to the verification of the transferees of such property except in the case of real properties for which mortgages are being delivered) on all real property held by CBI and its Subsidiaries (including BRCOM and its Subsidiaries but excluding Excluded Entities) as requested by the Administrative Agent, and upon the request of the Administrative Agent in its sole discretion, deliver 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 (review of which shall be limited to the verification of the transferees of such property except in the case of real properties for which mortgages are being delivered), 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 title insurance policies, surveys and engineering, soils and other reports, and environmental assessment reports will not be required for any real property that is held in the Real Estate SPV, provided further 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,
(7) 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 Administrative Agent’s 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 Subsidiary to take, as the case may be, all such other action as the Administrative Agent may deem necessary or desirable in 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,
(8) 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 Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements; provided, however, that the Agents, acting jointly, may extend any of the time limits set forth above by up to 30 days (or up to an additional (x) 90 days, solely in the case of obtaining required approvals or consents for the pledging of assets, or (y) 120 days, solely in the case of obtaining required regulatory approvals for the pledging of assets)(it being understood that the Agents will grant any requested extension pursuant to this proviso if such extension is required solely because of the need to obtain regulatory approvals and CBI, BRCOM and their Subsidiaries are using their best efforts to obtain such approvals); and
(II) Upon (A) the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party (other than CBT or any of CBT’s Subsidiaries) or (B) the date on which (x) all Excluded Equity Agreements in effect on the date hereof that limit, restrict or prohibit the creation, pledge or assignment of a security interest in the Excluded Equity Interests (as defined in the Security Agreements) are no longer in effect or (y) the creation, pledge or assignment of such security interest is no longer prohibited, then each Borrower shall, in each case at such Borrower’s expense:
(1) within 10 days thereafter, cause each Subsidiary, to duly execute and deliver to the Security Agreement Administrative Agent a guaranty or Guaranty Supplement, in form and Pledge Agreementsubstance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(2) within 15 days thereafter 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 Administrative Agent pledges, assignments, security agreement supplements and other security 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, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such personal property,
(3) within 30 days thereafter, take, and cause such Subsidiary or such parent to take, whatever action (including, without limitation, the filing of Uniform Commercial Code financing statements) 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 and security interests in the personal property purported to be subject to the 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,
(4) within 35 days thereafter, 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 (x) as to the matters contained in clauses (1) through (3) 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, (y) as to the matters contained in clause (3) above, as to such recordings, filings, and other actions being sufficient to create valid perfected Liens on such properties, and (z) as to such other matters as the Administrative Agent may reasonably request, and
(5) 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 Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, pledges, assignments, security agreement supplements and pledge 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 wholly-owned Domestic Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then if such new direct or indirect wholly-owned Domestic Subsidiary is a Significant Subsidiary, and upon any existing Domestic Subsidiary being designated or determined to be a wholly-owned Significant Subsidiary, the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 60 days after such formation, acquisition, designation or determination, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementsupplement to the Guaranty, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 60 days after such formation, acquisition, designation or determination, furnish to the Administrative Agent a description of such information regarding the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to as would have been required under the Administrative AgentLoan Documents had such Subsidiary been a Significant Subsidiary as of the Effective Date,
(iii) within 60 days after such formation, acquisition, designation or determination, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver Security Agreement supplements to the Administrative Agent supplements to the Security Agreement and Pledge Agreement 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 Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii4.01(h)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents,
(iv) within 60 days after such formation, acquisition, designation or determination, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action reasonably requested by Administrative Agent (including the filing preparation of 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 reasonable opinion of the Administrative Agent to vest in assist the Administrative Agent (or in any representative of the Administrative Agent designated by it) in obtaining valid and subsisting Liens on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and5.09,
(v) within 60 days after such formation, acquisition, designation or determination, 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 such matters contained in clauses (i), (iii) and (iv) above, and as relating to such other matters Subsidiary as the Administrative Agent may reasonably request.
(b) Upon the formation or acquisition of any new direct or indirect non-wholly-owned Domestic Subsidiary by any Loan Party, if such new direct or indirect non-wholly-owned Domestic Subsidiary is a Significant Subsidiary, and upon any existing Domestic Subsidiary being designated or determined to be a non-wholly-owned Significant Subsidiary, then the Borrower shall, at the Borrower’s expense:
(i) within 60 days after such formation, acquisition, designation or determination, cause each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver amendments to the Security Agreement to the Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary owned directly and indirectly by the Borrower, and other instruments of the type specified in Section 4.01(h)), securing payment of all the Obligations of such parent under the Loan Documents, and
(ii) within 60 days after such formation, acquisition, designation or determination, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action reasonably requested by Administrative Agent (including the preparation of Uniform Commercial Code financing statements) that may be necessary or advisable in the reasonable opinion of the Administrative Agent to assist the Administrative Agent (or in any representative of the Administrative Agent designated by it) in obtaining valid and subsisting Liens on the properties purported to be subject to the pledge agreements delivered pursuant to this Section 5.09.
(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, within 45 days after such request, furnish to the Administrative Agent a description of the material real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent.
(d) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, Supplements and other security and pledge agreements. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) not more than 65% of the Equity Interests of a first-tier Foreign Subsidiary shall be required to be pledged pursuant to any of the Loan Documents and (ii) in no event shall any Foreign Subsidiary be required to become a Guarantor, nor shall any security interest be required to be granted with respect to any assets of (including Equity Interests) of any such Person pursuant to the Loan Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Each Borrower Party will:
(ai) Upon Within 10 days after the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Borrower Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(iA) cause each such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty Guaranty Supplement in substantially the form of Exhibit D hereto or guaranty supplement, otherwise in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
and (iiB) furnish if such Subsidiary is intended to the Administrative Agent a description be an Additional Borrower, cause such Subsidiary to deliver (in lieu of the real and personal properties of Guaranty Supplement by such Subsidiary required under clause (A) above) (1) an Accession Agreement in substantially the form of Exhibit C hereto or JV Subsidiary, otherwise in detail form and substance satisfactory to the Administrative Agent,, and (2) for the benefit of each Lender, a Note executed and delivered by such Additional Borrower to the order of such Lender in a principal amount up to the aggregate principal amount of such Lender's Term Commitment, dated the date of the related Accession Agreement and otherwise substantially in the form of Exhibit A hereto.
(iiiii) On or before the Collateral Delivery Date, deliver (or cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done soto be delivered) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreementsfollowing, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified unless otherwise specified) and in Section 4.01(a)(iii)); provided, any such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,sufficient copies for each Lender:
(iv1) cause such Subsidiary or JV Subsidiary A security agreement in substantially the form of Exhibit F hereto (as amended, the "SECURITY AGREEMENT"), duly executed by each Borrower Equity Holder, each Borrower and each direct and indirect parent Subsidiary thereof that owns any Mortgage Asset, together with acknowledgment copies of such Subsidiary proper financing statements, duly filed on or JV Subsidiary (if it has not already done so) to take whatever action (including before the filing of Collateral Delivery Date under the Uniform Commercial Code financing statements, of all jurisdictions that 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(v) 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 Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Collateral Agent may deem necessary or desirable in obtaining order to perfect and protect the full benefits offirst priority liens and security interests created under the Collateral Documents, covering the Collateral described therein, and
(2) a Guaranty Supplement duly executed by each Borrower Equity Holder not then a Borrower Party.
(B) Deeds of trust, trust deeds and mortgages in substantially the form of Exhibit G hereto (in each case as amended, the "MORTGAGES") and assignments of leases and rents in substantially the form of Exhibit H hereto (in each case as amended, the "ASSIGNMENTS OF LEASES") (in each case with such changes as may be required to account for local law matters and otherwise satisfactory in form and substance to the Collateral Agent) covering all Mortgage Assets (and including, in the case of any Mortgage Asset subject to a Qualifying Ground Lease from an Affiliate of any Loan Party, a joinder by the lessor under such Qualifying Ground Lease subordinating its fee interest in such Mortgage Asset to the Mortgage), duly executed by the appropriate Borrower Party (and, if applicable, the fee owner), together with evidence that counterparts of the Mortgages and Assignments of Leases have been duly executed, acknowledged and delivered on or before the Collateral Delivery Date and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem necessary or desirable in order to create a valid first and subsisting Lien on the collateral described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all required affidavits, tax forms and filings pertaining to any applicable documentary stamp, intangible and mortgage recordation taxes have been executed and delivered by all appropriate parties and are in form suitable for filing with all applicable governmental authorities.
(as applicableC) in perfecting Evidence of the completion of all other recordings and preserving the Liens of, such guaranties, supplements filings of or with respect to the Security Agreement that the Collateral Agent may deem necessary or desirable in order to perfect and Pledge Agreementprotect the Liens created thereby.
(A) Within 60 days after the Collateral Delivery Date (or such longer period as shall be approved by the Administrative Agent), deliver to the Agents the Collateral Deliverables, and other security (B) within two Business Days following completion of the delivery of all such Collateral Deliverables to the Agents pursuant to the preceding sentence, deliver to the Administrative Agent a certificate signed by a Responsible Officer of the Borrower Parties confirming that (1) the representations and pledge agreementswarranties contained in each Loan Document are true and correct on and as of such date, and (2) no Default or Event of Default has occurred and is continuing.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a1) Upon the formation or acquisition of any new direct or indirect wholly-owned Domestic Subsidiary by any Borrower or JV any Guarantor, if such new direct or indirect wholly-owned Domestic Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded a Significant Subsidiary, and upon any CFC existing wholly-owned Domestic Subsidiary being designated or determined to be a Subsidiary that is held directly or indirectly by a CFC) by any Loan Partywholly-owned Significant Subsidiary, then the Borrower shall, within 30 days after such formation or acquisitionCompany shall (subject to the last paragraph of this Section 5.09), at the BorrowerCompany’s expense:
(i) within 60 days (or such later date as the Administrative Agent may agree in its discretion) after such formation, acquisition, designation or determination, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementsupplement to the Guaranty, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 60 days (or such later date as the Administrative Agent may agree in its discretion) after such formation, acquisition, designation or determination, furnish to the Administrative Agent a description of such information regarding the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to as would have been required under the Administrative AgentLoan Documents had such Subsidiary been a Significant Subsidiary as of the Effective Date,
(iii) within 60 days (or such later date as the Administrative Agent may agree in its discretion) after such formation, acquisition, designation or determination, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver Security Agreement supplements to the Administrative Agent supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, as reasonably specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii4.01(h)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents,
(iv) within 60 days (or such later date as the Administrative Agent may agree in its discretion) after such formation, acquisition, designation or determination, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action reasonably requested by Administrative Agent (including the filing preparation of 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 reasonable opinion of the Administrative Agent to vest in assist the Administrative Agent (or in any representative of the Administrative Agent designated by it) in obtaining valid and subsisting Liens on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and5.09,
(v) within 60 days (or such later date as the Administrative Agent may agree in its discretion) after such formation, acquisition, designation or determination, 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 PartiesLenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the such matters contained in clauses (i), (iii) and (iv) above, and as relating to such other matters Subsidiary as the Administrative Agent may reasonably request., and
(bvi) At promptly after such formation acquisition or determination, in the case of any time upon request of the Administrative Agentsuch Subsidiary that is a FSHCO, promptly execute and deliver any and all further instruments and documents and take all such other action as to the Administrative Agent may deem necessary or desirable in obtaining a certificate of a Financial Officer of the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements Company to the Security Agreement and Pledge Agreement, and other security and pledge agreementseffect that such Subsidiary is a FSHCO.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an any Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then each of Holdings and the U.S. Borrower shall, with respect to its Subsidiaries (other than any Excluded Subsidiary), and the Hong Kong Borrower shall, with respect to its Subsidiaries (other than any Excluded Subsidiary), in each case at the expense of the applicable Borrower for any such Subsidiary:
(i) within 30 days after such formation or acquisitionacquisition (A) in the case of Holdings or the U.S. Borrower, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so)) to the extent such entity is otherwise required to become a U.S. Guarantor hereunder, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under Obligations and (B) in the Loan Documents,
(ii) furnish to the Administrative Agent a description case of the real and personal properties of Hong Kong Borrower, cause such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) and cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to the extent such entity is otherwise required to become a Hong Kong Guarantor hereunder, to duly execute and deliver to the Administrative Agent supplements a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Hong Kong Obligations,
(ii) within 120 days after such formation or acquisition (A) in the case of Holdings or the U.S. Borrower, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to the extent such entity is otherwise required to become a U.S. Guarantor hereunder to duly execute and deliver to the Administrative Agent mortgages, Deposit Account Control Agreements, Securities Account Control Agreement, U.S. Security Agreement and Pledge Supplement, 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 in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to the Pledge Agreement or other pledge agreements shall not be required in each case with respect to any Equity Interests U.S. Collateral (and in such Subsidiary or JV Subsidiary or other direct or indirect parent the case of any real property, solely with respect to any Material Real Property), securing payment of all the Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,
such parent, as the case may be, and constituting Liens on all such real and personal properties and (ivB) in the case of the Hong Kong Borrower, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to the extent such entity is otherwise required to become a Hong Kong Guarantor hereunder to duly execute and deliver to the Administrative Agent either a new Hong Kong Security Agreement or JV a joinder to the existing Hong Kong Security Agreement, mortgages and other security and pledge agreements, in form and substance reasonably satisfactory to the Administrative Agent, in each case with respect to any Hong Kong Collateral (and in the case of any real property, solely with respect to any Material Real Property), securing payment of all the Hong Kong Obligations of such Subsidiary or such parent, as the case may be, and constituting Liens on all such real and personal properties,
(iii) within 120 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 including, as applicable, the recording of mortgages and the provisions of or the completion of, as applicable, other items described in Section 4.01(a)(iv) with respect to Material Real Property (which provisions of Section 4.01(a)(iv) shall apply mutatis mutandis), the filing of Uniform Commercial Code UCC financing statementsstatements (or foreign equivalent), 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 Collateral purported to be subject to supplements to to, as applicable, the mortgages, Deposit Account Control Agreements, Securities Account Control Agreement, U.S. Security Agreement and Pledge Supplement, 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
(viv) within 120 days after such formation or acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its sole reasonable discretion, a signed copy of a favorable opinioncustomary opinion or opinions (including as to enforceability of any mortgages and corporate formalities of the applicable Loan Parties), addressed to the Administrative Agent and the other applicable Secured Parties, of counsel for the Loan Parties (or, if reasonably acceptable to the Administrative Agent, in the case of a formation or acquisition of a Foreign Subsidiary in a jurisdiction where such opinions are customarily provided by lenders’ counsel, at the applicable Borrower’s cost and expense, counsel for the Lenders) reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iiiii) and (iviii) above , and as to such other matters as the Administrative Agent may reasonably request.
(b) Upon the acquisition of (x) any Material Real Property or material personal property by any U.S. Loan Party, 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 Secured Parties, then the U.S. Borrower shall, at its expense, or (y) any Material Real Property or material personal property by any Hong Kong Loan Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority charge and/or security interest in favor of the Administrative Agent for the benefit of the Hong Kong Secured Parties holding Hong Kong Revolving Credit Commitments, then the Hong Kong Borrower shall, at its expense:
(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of such property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within 120 days after the request of the Administrative Agent or the Required Lenders, comply with clauses (a)(ii) and (a)(iii) with respect to such Material Real Property or material personal property, as the case may be, and
(iii) within 120 days after any such acquisition of material personal property or Material Real Property, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its reasonable discretion, a signed copy of a customary opinion or opinions, addressed to the Administrative Agent and the other applicable Secured Parties, of counsel for the Loan Parties (or, if reasonably acceptable to the Administrative Agent, in the case of a formation or acquisition of a Foreign Subsidiary in a jurisdiction where such opinions are customarily provided by lenders’ counsel, at the applicable Borrower’s cost and expense, counsel for the Lenders) reasonably acceptable to the Administrative Agent as to the matters contained in clause (ii) above, and as to such other matters as the Administrative Agent may reasonably request.
(bc) [Reserved]
(d) No later than 180 days following the completion of the Permitted Reorganization, (i) each of Luxembourg Holdco and Luxco shall execute and deliver the Hong Kong Guaranty or a guaranty or supplement guaranteeing the Hong Kong Obligations under the Loan Documents, (ii) Luxembourg Holdco shall pledge the Equity Interest in Luxco to the Administrative Agent as security for the Hong Kong Obligations under the Loan Documents, (iii) Luxco shall pledge the Charged Hong Kong Shares to the Administrative Agent as security for the Hong Kong Obligations under the Loan Documents (including by delivery of all applicable Hong Kong Share Pledge Documents), and (iv) the U.S. Borrower shall pledge 65% of voting and 100% of non-voting Equity Interest in Luxembourg Holdco as security for the U.S. Obligations under the Loan Documents (including by delivery of all applicable share pledge documents), unless, in each case, adverse tax consequences would result (as reasonably determined by Holdings and certified to the Administrative Agent in writing).
(e) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits ofof the Loan Documents, or (as applicable) in perfecting and preserving the Liens ofon the Collateral, including such guaranties, supplements mortgages (it being understood that no mortgages with respect to the real property shall be required other than with respect to Material Real Property), U.S. Security Agreement and Pledge AgreementSupplement, IP Security Agreement Supplements and other security and pledge agreements.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, with respect to any Person incorporated or otherwise organized in Hong Kong (other than the Hong Kong Borrower), any obligation of such Person or the obligation of any Hong Kong Loan Party to pledge the ownership interests of such Person, shall, in each case be limited to the extent that it would otherwise constitute unlawful financial assistance within the meaning of section 47A of the Companies Ordinance (Cap. 32 of the Laws of Hong Kong).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Designated Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis by any Loan Party (other than an Excluded Subsidiarythan, for the avoidance of doubt, the acquisition of Xxxxxxxxx and its Subsidiaries pursuant to the Acquisition), upon any CFC or Person becoming a Designated Borrower (unless such Designated Borrower has already taken the actions described below) and following the occurrence of a Financial Assistance Termination Date with respect to any Designated Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyU.K. Subsidiary (including Wiley Europe Investment, Xxxxxxxxx and their respective Subsidiaries), then the Borrower Company shall, within 30 days after such formation or acquisition, at the Borrower’s Company's expense:
(ia) within 10 days after such event, cause such Designated Subsidiary or JV SubsidiaryDesignated Borrower, as the case may be, and cause each direct and indirect parent of such Designated Subsidiary or JV Subsidiary Designated Borrower, as the case may be, (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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ ' obligations under the Loan Documents,, (with respect to a German Borrower existing as a GmbH with the limitations as specified under Section 2.13(c).
(iib) furnish other than with regards to the Administrative Agent a description of the real and personal properties of German Borrower, within 15 days after such event, cause such Designated Subsidiary or JV SubsidiaryDesignated Borrower, in detail satisfactory to as the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary case may be, and each direct and indirect parent of such Designated Subsidiary or JV Subsidiary Designated Borrower, as the case may be, (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Interests in and of such Designated Subsidiary or Designated Borrower, as the case may be, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary Designated Subsidiary, Designated Borrower or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such property,
(ivc) within 30 days after such event, cause such Designated Subsidiary or JV Subsidiary Designated Borrower, as the case may be, and each direct and indirect parent of such Designated Subsidiary or JV Subsidiary Designated Borrower, as the case may be, (if it has not already done so) to take whatever action (including the filing of 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 on the properties property purported to be subject to supplements to the Security Agreement and Pledge Agreement and security Supplements and pledge agreements delivered pursuant to this Section 6.126.13, enforceable against all third parties in accordance with their terms, and
(vd) within 60 days after such event, 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 (ia), (iiib) and (ivc) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon ; provided that the Required Lenders may in their sole discretion, following the request of the Administrative AgentCompany, promptly execute exclude Designated Subsidiaries (and deliver their respective parents) that are not Material Subsidiaries from any or all of the provisions of this Section. Notwithstanding anything to the contrary in any Loan Document, (i) no more than 66% of the voting Equity Interests of any Subsidiary that is a CFC (or a Subsidiary that is held directly or indirectly by a CFC) shall be pledged as security for the Obligations of the Company or any of its Domestic Subsidiaries if such pledge results in material adverse tax consequences for the Company and all further instruments its Consolidated Subsidiaries, taken as a whole, (ii) no Subsidiary that is a CFC (or a Subsidiary that is held directly or indirectly by a CFC) shall be required to pledge as security for the Obligations of the Company or any of its Domestic Subsidiaries any of its assets if such pledge results in material adverse tax consequences for the Company and documents its Consolidated Subsidiaries, taken as a whole, (iii) no Subsidiary that is a CFC (or a Subsidiary that is held directly or indirectly by a CFC) shall be required to guarantee the Obligations of the Company or its Domestic Subsidiaries if such guaranty results in material adverse tax consequences for the Company and take all such other action its Consolidated Subsidiaries, taken as the Administrative Agent may deem necessary or desirable in obtaining the full benefits ofa whole, and (iv) no U.K. Subsidiary shall be required to guarantee, or (pledge any of its assets as applicable) in perfecting and preserving security for, the Liens of, such guaranties, supplements Obligations to the Security Agreement and Pledge Agreement, and other security and pledge agreementsextent that doing so would violate the provisions of Section 151 of the United Kingdom Companies Xxx 0000.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon Prior to or concurrently with the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyCredit Party (or in the case of formation of any new Subsidiary in connection with a Permitted Acquisition, prior to or concurrently with the earlier of (x) the consummation of such Permitted Acquisition and (y) the date such Subsidiary otherwise acquires material assets), then the Borrower Borrowers shall, within 30 days after such formation or acquisition, at the Borrower’s Borrowers’ expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementjoinder to the Credit Documents as an additional Borrower under the Credit Documents, together with a certified copy of its Organizational Documents and resolutions authorizing the above actions, each, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) to the fullest extent permitted by applicable Laws, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement 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 Administrative Agent (including delivery of all instruments specified Pledged Debt and Pledged Equity in Section 4.01(a)(iiiand of such Subsidiary)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Credit Documents and constituting Liens on all such real and personal properties (other than Excluded Collateral),
(iv) to the fullest extent permitted by applicable Laws, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements the deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and,
(v) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy copies of a favorable opinionopinions, addressed to the Administrative Agent and the other Secured Parties, of counsel counsel(s) for the Loan Credit Parties reasonably 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 Administrative Agent may reasonably request, and
(vi) 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 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) Prior to or concurrently with the acquisition of any property by any Credit Party, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject to any Permitted Liens) in favor of the Administrative Agent, then the Borrowers shall, at the Borrowers’ expense:
(i) furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii) to the fullest extent permitted by applicable Laws, cause the applicable Credit 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 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 Credit Party under the Credit Documents and constituting Liens on all such properties (other than Excluded Collateral),
(iii) to the fullest extent permitted by applicable Laws, 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) 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) deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, signed copies of favorable opinions, addressed to the Administrative Agent and the other Secured Parties, of counsel(s) 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
(v) 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 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,
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrowers shall, at the Borrower’s expense, promptly:
(i) furnish to the Administrative Agent a description of the real and personal properties of the Credit Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent; and
(ii) 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 any Credit Party or its Subsidiaries, 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 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreementsecure debt, mortgages, leasehold mortgages, leasehold deeds of trust 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 or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis Subsidiaries (other than an Excluded a Disqualified Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then Holdings or the Borrower shall, in each case at its own expense (provided, that upon request of the Borrower, the time period for complying with any provision of this Section 6.12(a) may be extended by the Administrative Agent in its discretion, up to an additional 15 days):
(i) within 30 15 days after such formation or acquisition, at the Borrower’s expense:
(i) cause each such Subsidiary or JV Subsidiary(other than, to the extent material adverse tax consequences would otherwise result, any Subsidiary that is a CFC), and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ ' obligations under the Loan 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 or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV (other than, to the extent material adverse tax consequences would otherwise result, any Subsidiary that is a CFC) and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver, to the Administrative Agent, with respect solely to owned property, deeds of trust, trust deeds, mortgages, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as reasonably specified by and in form and substance reasonably satisfactory to the 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 owned properties (to the extent such properties are of a type purported to be subject to the Liens created under the Collateral Documents),
(iv) within 30 days after such formation or acquisition, take, and cause such Subsidiary (other than, to the extent material adverse tax consequences would otherwise result, any CFC) 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 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 owned properties purported to be subject to the deeds of trust, trust deeds, mortgages, pledges, assignments, 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 the request of the Administrative Agent in its sole discretion (if such request is made within 30 days after receipt by the Administrative Agent of the information referred to in clause (ii) above), deliver to the Administrative Agent supplements 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) above, and as to such other matters as the Administrative Agent may reasonably request,
(b) Upon the acquisition of any owned property 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 Administrative Agent for the benefit of the Secured Parties, then Holdings or the Borrower shall, at its own expense (provided, that upon request of the Borrower, the time period for complying with any provision of this Section 6.12(b) may be extended by the Administrative Agent in its discretion, up to an additional 15 days):
(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 15 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent Security Agreement and Pledge Supplements, IP Security 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 subject to the terms set forth in the Security Agreement,
(iii) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including 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 the request of the Administrative Agent in its sole discretion (if such request is made within 30 days after receipt by the Administrative Agent of the information referred to in clause (i) above), 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
(c) 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 and each Subsidiary of a Loan Party (other than, to the extent that material adverse tax consequences would otherwise result, any CFC) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, mortgages, 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 Interests in and of any Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such supplements to the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiaryproperties,
(iviii) within 30 days after such request, take, and cause such Subsidiary or JV Subsidiary each Loan Party and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done soother than, to the extent that material adverse tax consequences would result, any CFC) of a Loan Party to take 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 the properties purported to be subject to supplements to the deeds of trust, trust deeds, mortgages, Security Agreement and Pledge 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,
(viv) deliver to the Administrative Agent, upon within 60 days after the request of the Administrative Agent in its sole discretion, 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), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request., and
(bv) At any time as promptly as practicable after such request, deliver, upon the request of the Administrative AgentAgent in its sole discretion, promptly execute and deliver any and all further instruments and documents and take all such other action as to the Administrative Agent may deem necessary with respect to each parcel of real property owned 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 Administrative Agent, provided, however, that to the extent that any Loan Party or desirable in obtaining any of its Subsidiaries shall have otherwise received any of the full benefits of, or (as applicable) in perfecting and preserving the Liens offoregoing items with respect to such real property, such guarantiesitems shall, supplements promptly after the receipt thereof, be delivered to the Security Agreement and Pledge Agreement, and other security and pledge agreementsAdministrative Agent.
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 Domestic Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then if such new direct or indirect wholly-owned Domestic Subsidiary is a Significant Subsidiary, and upon any existing Domestic Subsidiary being designated or determined to be a wholly-owned Significant Subsidiary, the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 60 days after such formation, acquisition, designation or determination, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty Guaranty or guaranty Guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 60 days after such formation, acquisition, designation or determination, furnish to the Administrative Agent a description of such information regarding the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to as would have been required under the Administrative AgentLoan Documents had such Subsidiary been a Significant Subsidiary as of the Closing Date,
(iii) within 60 days after such formation, acquisition, designation or determination, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver Security Agreement supplements to the Administrative Agent supplements to the Security Agreement and Pledge Agreement 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 Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii4.01(h)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents,
(iv) within 60 days after such formation, acquisition, designation or determination, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action reasonably requested by Administrative Agent (including the filing preparation of 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 reasonable opinion of the Administrative Agent to vest in assist the Administrative Agent (or in any representative of the Administrative Agent designated by it) in obtaining valid and subsisting Liens on the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and5.09,
(v) within 60 days after such formation, acquisition, designation or determination, 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 such matters contained in clauses (i), (iii) and (iv) above, and as relating to such other matters Subsidiary as the Administrative Agent may reasonably request.
(b) Upon the formation or acquisition of any new direct or indirect non-wholly-owned Domestic Subsidiary by any Loan Party, if such new direct or indirect non-wholly-owned Domestic Subsidiary is a Significant Subsidiary, and upon any existing Domestic Subsidiary being designated or determined to be a non-wholly-owned Significant Subsidiary, then the Borrower shall, at the Borrower’s expense:
(i) within 60 days after such formation, acquisition, designation or determination, cause each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver amendments to the Security Agreement to the Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary owned directly and indirectly by the Borrower, and other instruments of the type specified in Section 4.01(h)), securing payment of all the Obligations of such parent under the Loan Documents, and
(ii) within 60 days after such formation, acquisition, designation or determination, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action reasonably requested by Administrative Agent (including the preparation of Uniform Commercial Code financing statements) that may be necessary or advisable in the reasonable opinion of the Administrative Agent to assist the Administrative Agent (or in any representative of the Administrative Agent designated by it) in obtaining valid and subsisting Liens on the properties purported to be subject to the pledge agreements delivered pursuant to this Section 5.09.
(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, within 45 days after such request, furnish to the Administrative Agent a description of the material real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent.
(d) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, Supplements and other security and pledge agreements. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) not more than 65% of the Equity Interests of a first-tier Foreign Subsidiary shall be required to be pledged pursuant to any of the Loan Documents and (ii) in no event shall any Foreign Subsidiary be required to become a Guarantor, nor shall any security interest be required to be granted with respect to any assets of (including Equity Interests) of any such Person pursuant to the Loan Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of With respect to any new Person that becomes a direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of after the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded SubsidiaryClosing Date, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within fifteen (15) days after such formation, acquisition or a Subsidiary ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the Administrative Agent (acting at the direction of the Required Lenders in their sole discretion), cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative AgentRequired Lenders, guaranteeing the other Loan Parties’ obligations under the Loan Documents,;
(ii) furnish within 15 days after such formation, acquisition or such Subsidiary ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the Administrative Agent a description (acting at the direction of the real and personal properties of such Subsidiary or JV SubsidiaryRequired Lenders in their sole discretion), in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the a Security Agreement and Pledge Agreement Supplement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent Required Lenders (including delivery of all other instruments of the type specified in Section 4.01(a)(iii4.01(a)(iv)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,such parent, as the case may be, under the Loan Documents and constituting Liens on all such property (other than Excluded Properties) purported to be subject to such Collateral Document;
(iviii) within fifteen (15) days after such formation, acquisition or such Subsidiary ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the Administrative Agent (acting at the direction of the Required Lenders in their sole discretion), cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, the execution and filing of intellectual property security agreements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of or otherwise reasonably requested by the Administrative Agent (acting at the direction of the Required Lenders) 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 supplements to the Security Agreement and Pledge Agreement Supplement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(viv) [reserved].
(b) Upon the acquisition of any property by any Loan Party of a type that is intended to be Collateral (or acquisition of any Subsidiary owning such property), if such property, shall not already be subject to a perfected 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 fifteen (15) days after such acquisition (or such longer period as may be agreed by the Administrative Agent (acting at the direction of the Required Lenders in their sole discretion), furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Required Lenders,
(ii) within fifteen (15) days after such acquisition (or such longer period as may be agreed by the Required Lenders in their sole discretion), (A) cause the applicable Loan Party to duly execute and deliver to the Administrative AgentAgent Security Agreement Supplements and other security and pledge agreements, upon as specified by and in form and substance satisfactory to the request Required Lenders, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such personal properties and (B) cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements, the execution and filing of intellectual property security agreements, the giving of notices and the endorsement of notices on title documents) may be necessary or reasonably requested by the Administrative Agent at the direction of the Required Lenders to vest in the Administrative Agent (or in any representative of the Administrative Agent in its sole discretiondesignated by it) valid and subsisting Liens on such property, a signed copy of a favorable opinionenforceable against all third parties, 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), and
(iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request[reserved].
(bc) At any time upon request of the Administrative AgentAgent (at the direction of the Required Lenders), promptly execute and deliver any and all further instruments and documents and take all such other action as is necessary or that the Administrative Agent (acting at the direction of the Required Lenders) may deem necessary or desirable reasonably request in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, Supplements and other security and pledge agreements.
(d) Upon any Subsidiary that becoming a guarantor or obligor of the ABL Facility, the Senior Notes, the other Senior Notes Documents, the March 2020 Note, the Second Lien Note or any other Indebtedness, such Person shall be deemed to be a “Guarantor” for purposes of this Agreement and the Borrower shall promptly cause such Person to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Required Lenders, guaranteeing the other Loan Parties’ obligations under the Loan Documents and to deliver such other Loan Documents and take such other actions specified in clause (a) above within the time frames specified therein.
(e) [reserved]
(f) Subject in all respects to Section 6.18 and the requirements set forth on Schedule 6.18, with respect to any Material Real Property owned by the Borrower or a Guarantor on the Closing Date or acquired after the Closing Date (or owned by a Subsidiary acquired after the Closing Date), within 15 days after the request of the Administrative Agent (acting at the direction of the Required Lenders):
(i) the Administrative Agent shall have received (A) fully executed counterparts of a Mortgage creating a valid, perfected Lien, subject to no Liens other than Liens permitted by Section 7.01, against the property purported to be covered thereby (other than any Material Real Property or portion thereof that constitutes Excluded Property pursuant to the last paragraph of the definition thereof) as security for the Obligations, (B) a fully-executed subordination confirmation in recordable form from the mortgagee or similar party under any existing mortgage or deed of trust of record with respect to such Material Real Property, and (C) confirmation from the title insurance company insuring the lien of such Mortgage of completion (or reasonably satisfactory arrangements for the completion) of all recordings and filings of such Mortgage;
(ii) with respect to each Mortgage, the Administrative Agent shall have received a lender’s title insurance policy in favor of the Administrative Agent, and its successors and/or assigns, in the form necessary, with respect to the property purported to be covered by the applicable Mortgages, to insure that the interests created by such Mortgages constitute valid Liens thereon free and clear of all Liens, defects and encumbrances other than Liens permitted by Section 7.01, provided, however, no such title insurance policy will be required to be delivered with respect to such Mortgage where the property encumbered thereby consists primarily of easements, rights of way, licenses and other similar possessory and use instruments. All such title policies shall be in amounts equal to 110% of the estimated fair market value of the Premises covered thereby, and such policies shall include, to the extent available at a commercially reasonable premium, all endorsements as shall be reasonably required in transactions of similar size and purpose and shall be accompanied by evidence of the payment in full by the Borrower or the applicable Guarantor of all premiums thereon (or that satisfactory arrangements for such payment have been made);
(iii) the Borrower shall, or shall cause the Guarantors to, deliver to the title company such filings, surveys (or any updates or affidavits that the title company may reasonably require in connection with the issuance of the title insurance), fixture filings and such other documents, instruments, certificates, agreements and/or other documents as reasonably required by the Administrative Agent (acting at the direction of the Required Lenders);
(iv) an opinion of local counsel, with respect to the Mortgages and fixture filings, that the applicable Mortgage (i) has been duly authorized, executed and delivered by the Borrower or applicable Guarantor, (ii) is an enforceable agreement against the Borrower or applicable Guarantor, as the case may be, and (iii) is in form sufficient to create a valid Lien with respect to the Material Real Estate Property described in the Mortgage;
(v) if requested by any Required Lenders, no later than three (3) Business Days prior to the delivery of the Mortgage, the following documents and instruments, in order to comply with the Flood Insurance Laws and related legislation (including the regulations of the Board of Governors of the Federal Reserve System): (A) a completed standard flood hazard determination form and (B) if the improvement(s) to the improved real property is located in a special flood hazard area, a notification to the Borrower (“Borrower Notice”) and, if applicable, notification to the Borrower that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, documentation evidencing the Borrower’s receipt of the Borrower Notice and (C) if the Borrower Notice is required to be given and flood insurance is available in the community in which the property is located, a copy of the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Required Lenders; and
(vi) the title insurance company shall have received, with respect to the applicable Mortgage, such affidavits, certificates, information (including publicly-available financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be reasonably requested by the title insurance company to issue the mortgagee’s title insurance policies contemplated above.
(g) With respect to any Material Real Property acquired by the Borrower or a Guarantor after the Closing Date that is required to be mortgaged to the Administrative Agent within 15 days of the date of Acquisition, the Borrower or the applicable Guarantor shall deliver to the Administrative Agent those items required by Section 6.12(f):
(h) The Borrower and the Guarantors shall be required to deliver to the Administrative Agent originals of the certificates of title or ownership for the motor vehicles (and any other equipment covered by certificates of title or ownership) owned by it, with the Administrative Agent listed as lienholder therein; provided that such requirement shall not apply with respect to any such titled vehicles and other equipment that individually have a book value (as determined by the Borrower in good faith) of less than $25,000. Moreover, delivery of certificates of title or ownership documentation to the Administrative Agent as described above shall be done, with respect to the motor vehicles and other equipment owned by the Borrower and the Guarantors as of the Closing Date, as promptly as reasonable practicable but in no event later than one (1) month after the Closing Date (or such longer period as may be agreed by the Administrative Agent (acting at the direction of the Required Lenders in their sole discretion)), and with respect to motor vehicles and other equipment acquired by the Borrower and the Guarantors after the Closing Date, within 30 days after such acquisition.
Appears in 1 contract
Samples: Super Priority Credit Agreement (Basic Energy Services, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of With respect to (x) any new Person that becomes a direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of after the assets constituting the Total Asset Value is attributable on an individual basis Closing Date (other than an Excluded Subsidiarya CFC, any CFC or a Subsidiary that is held directly or indirectly by a CFC, any Immaterial Domestic Subsidiary created or acquired after the Closing Date and any Unrestricted Subsidiary), (y) by any Loan PartyImmaterial Domestic Subsidiary (including BER, BER Holdco, Robota and BESI) that ceases to be an Immaterial Domestic Subsidiary and (z) any Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.19(c), then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 15 days after such formation, acquisition, ceasing to be an Immaterial Domestic Subsidiary or designation as a Restricted Subsidiary (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish within 15 days after such formation, acquisition, ceasing to be an Immaterial Domestic Subsidiary or designation as a Restricted Subsidiary (or such longer period as may be agreed by the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiaryin its sole discretion), in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the a Security Agreement and Pledge Agreement Supplement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all other instruments of the type specified in Section 4.01(a)(iii4.01(a)(iv)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such property (other than Excluded Properties) purported to be subject to such Collateral Document,
(iviii) within 15 days after such formation, acquisition, ceasing to be an Immaterial Domestic Subsidiary or designation as a Restricted Subsidiary (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement Supplement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(viv) within 60 days after such formation, acquisition, ceasing to be an Immaterial Domestic Subsidiary or designation as a Restricted Subsidiary (or such longer period as may be agreed by the Administrative Agent in its sole discretion), 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), (iiiii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request; provided that, notwithstanding anything to the contrary in this Section 6.12(a), with respect to the formation or acquisition of a Permitted Water Subsidiary, the requirements of this Section 6.12(a) with respect to such Permitted Water Subsidiary shall be satisfied substantially concurrently with such formation or acquisition.
(b) Upon the acquisition of any property by any Loan Party of a type that is intended to be Collateral, if such property, in the judgment of the Administrative Agent, shall not already be subject to a perfected 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 (or such longer period as may be agreed by the Administrative Agent in its sole discretion), furnish to the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii) within 15 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), (A) cause the applicable Loan Party to duly execute and deliver to the Administrative Agent Security 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 personal properties and (B) cause the applicable Loan Party to take whatever action (including 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 Required Lenders 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
(iii) within 60 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), 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 clause (ii) above and as to such other matters as the Administrative Agent may reasonably request.
(c) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, Supplements and other security and pledge agreements.
(d) Upon (i) BER, (ii) BER Holdco, (iii) Robota, (iv) BESI or (v) any other Domestic Subsidiary that is a Restricted Subsidiary becoming a guarantor of the Senior Notes, such Person shall be deemed to be a “Guarantor” for purposes of this Agreement and the Borrower shall promptly cause such Person to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents and to deliver such other Loan Documents and take such other actions specified in clause (a) above within the time frames specified therein.
(e) Notwithstanding the foregoing, if, as of the end of any fiscal quarter, the Immaterial Domestic Subsidiaries collectively (i) generated more than 5% of Consolidated EBITDA for the Measurement Period most recently ended for which financial statements of the Borrower are available or (ii) own net assets that have an aggregate fair market value equal to or greater than 5.0% of Consolidated Tangible Assets of the Borrower, then in each case the Borrower shall cause one or more of such Immaterial Domestic Subsidiaries to execute a joinder agreement (or agreements) such that after giving effect thereto, (A) all such remaining Immaterial Domestic Subsidiaries that are not Guarantors generated less than 5% of Consolidated EBITDA for such Measurement Period and (B) the total net assets owned by all such remaining Immaterial Domestic Subsidiaries that are not Guarantors will have an aggregate fair market value of less than 5.0% of the Consolidated Tangible Assets of the Borrower.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiaryany, Immaterial Subsidiary or any CFC or a Subsidiary that is held directly or indirectly by a CFCCFC or a Subsidiary the principal purpose of which is holding equity interest in one or more CFCs) by any Loan PartyParty (including, without limitation, upon the formation of any Subsidiary that is a Division Successor), then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 30 Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, substantially in the form and substance satisfactory to the Administrative Agentof Exhibit P, guaranteeing the other Loan Parties’ obligations under the Loan Documents,;
(ii) within 30 Business Days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,reasonable detail;
(iii) within 60 Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement Supplements, Perfection Certificate, Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent agreements (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 4.01(a)(iii) and Section 4.01(a)(iv)(G)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,
such parent, as the case may be, under the Loan Documents and constituting Liens on all such interests and personal properties, other than Excluded Property (as such term is defined in the Security Agreement); (iv) within 60 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever reasonable action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge Agreement Supplements, Intellectual Property Security Agreements, and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(v) deliver to provided that no filings or other actions shall be required in any jurisdiction outside 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 Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.United States;
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within 30 days (60 days with respect to any real property) after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement secure debt, mortgages and other security and pledge agreementsagreements and supplements and joinders to existing Collateral Documents, 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)(iii4.01(f)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch 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 or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements the deeds of trust, trust deeds, deeds to the Security Agreement secure debt, mortgages, and Pledge Agreement 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,
(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 an 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, 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
(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 which has a value in excess of $1,000,000 and 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; provided, however, 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 Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% 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 Obligation.
(b) Upon the acquisition or creation of any property by any Loan Party, if such property, having a value in excess of $500,000 individually and $1,500,000 in the aggregate, in the judgment of the Administrative Agent is 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 and to the extent required under the Collateral Documents:
(i) within 10 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 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 (i), ii) and (iii) and (iv) aboveabove 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 a 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 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.
(bc) 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, 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreementsecure debt, mortgages, and other security and pledge agreementsagreements 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 the formation or acquisition of any new direct or indirect wholly owned Restricted Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, (x) any CFC or a Subsidiary that is held directly or indirectly by a CFC(y) any Immaterial Subsidiary) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 25 days after such formation or acquisition (or such longer period as the Administrative Agent may agree), cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 25 days after such formation or acquisition (or such longer period as the Administrative Agent may agree), furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Restricted Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 25 days after such formation or acquisition (or such longer period as the Administrative Agent may agree), cause such Subsidiary or JV Restricted Subsidiary and each direct and indirect parent of such Subsidiary or JV Restricted Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Agent, Security Agreement and Pledge Agreement Joinders, Intellectual Property Security Agreements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Securities in and of such Restricted Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii4.01(a)(x)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Secured Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,such parent, as the case may be, under the Loan Documents and constituting Liens on all personal properties subject to such agreements, and
(iv) within 30 days after such formation or acquisition (or such longer period as the Administrative Agent may agree), cause such Subsidiary or JV Restricted Subsidiary and each direct and indirect parent of such Subsidiary or JV Restricted Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 supplements to the Security Agreement and Pledge Agreement Agreement, Intellectual Property Security Agreements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(v) 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 (i6.12(a)(iii), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge AgreementAgreements, Intellectual Property Security Agreements and other security and pledge agreements.
(c) At any time on or prior to the date that is 45 days following the Closing Date, the Borrower may designate AOL UK Limited (“AOL UK”) as a Subsidiary Guarantor. Within such period after such notice (or such longer period as the Administrative Agent may agree), the Borrower shall cause AOL UK to (i) duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents, (ii) furnish to the Administrative Agent a description of the personal properties of such Restricted Subsidiary, in detail satisfactory to the Administrative Agent, (iii) duly execute and deliver to the Administrative Agent, a debenture and share charge (which shall also be executed and delivered by any Subsidiary Guarantor owning the Equity Interests of AOL UK) and other instruments as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Secured Obligations under the Loan Documents and constituting Liens on all personal properties subject to such agreements; provided that the Liens created pursuant to such agreements shall be similar in scope to the Liens created under the Security Agreement, (iv) take whatever action (including delivery of all Equity Interests in and of AOL UK) as may be necessary or advisable under the laws of the United Kingdom 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 such debenture and share charge and other instruments; provided that the Liens created pursuant to such agreements shall be similar in scope to the Liens created under the Security Agreement and (v) deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for AOL UK 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 Administrative Agent may reasonably request.
(d) If, at the end of any fiscal quarter of the Borrower after the Closing Date, Subsidiaries that are not “Material Subsidiaries” pursuant to clause (a) of the definition of
Appears in 1 contract
Samples: Credit Agreement (AOL Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified pledged interests in Section 4.01(a)(iiiand of such Subsidiary)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch 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 or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements the deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreement secure debt, mortgages, leasehold mortgages, leasehold deeds of trust and security and pledge agreements delivered pursuant to this Section 6.126.15, enforceable against all third parties in accordance with their terms, and,
(v) deliver to the Administrative Agentafter such formation or acquisition, upon within 60 days after the request of the Administrative Agent in its sole discretion, 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 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 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 having a fair market value in excess of $100,000, 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 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 Eligible Railcars and Eligible Leases, but including all Railcars and Leases, 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 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 15 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 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 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 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 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 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 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 Subsidiary 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, leasehold mortgages, leasehold deeds of trust 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 such Subsidiary under the Loan Documents and constituting Liens on all such properties;
(iii) within 30 days after such request, take, and cause each 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 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 and security and pledge agreements delivered pursuant to this Section 6.15, enforceable against all third parties in accordance with their terms;
(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 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 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 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the Security Agreement and Pledge Agreementsecure debt, mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements.
(e) Notwithstanding anything to the contrary in this Section 6.15, except when an Event of Default exists, the Borrower and the Loan Parties shall not be required to grant security interests in or perfect security interests in (i) leased real property; (ii) motor vehicles and other property subject to certificates of title (other than Railcars); (iii) collateral located outside of the United States; (iv) assets if the granting of a security interest would be prohibited by the Organization Documents of any Person or by any agreement permitted by this Agreement; and (v) collateral in circumstances where the cost, burden or consequences (including adverse tax consequences) of obtaining a perfected security interest in such assets is excessive (in the Administrative Agent’s judgment) in relation to the practical benefit afforded thereby.
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 any Loan Party, then the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such formation or JV acquisition, cause such Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary), and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent Lender a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,Guaranty;
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent Lender a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail reasonably satisfactory to the Administrative Agent,Lender;
(iii) within 15 days after such formation or acquisition, cause such Subsidiary (other than any CFC or JV a Subsidiary that is held directly or indirectly by a CFC) and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Lender, Intellectual Property Security Agreement and Pledge Agreement Supplements and other security agreements and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent Lender (including delivery of all Pledged Equity in and of such Subsidiary (except that the Pledged Equity shall be limited to 65% of the equity of such Subsidiary in the case of a CFC or a Subsidiary that is held directly or indirectly by a CFC), and other instruments of the type specified in Section 4.01(a)(iii4.1(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,such parent, as the case may be, under the Loan Documents and constituting Encumbrances on all such personal properties;
(iv) deliver to the Lender, within 15 days after such formation or acquisition, landlord waivers, estoppel and consent agreements, each in form and substance satisfactory to the Lender, executed by each of the lessors of any of the leased real properties of such Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC);
(v) within 30 days after such formation or acquisition, cause such Subsidiary (other than any CFC or JV a Subsidiary that is held directly or indirectly by a CFC) and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, statements and the giving of notices and the endorsement of notices on title documentsnotices) as may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent Lender to vest in the Administrative Agent Lender (or in any representative of the Administrative Agent Lender designated by it) valid and subsisting Liens Encumbrances on the properties purported to be subject to supplements to the Intellectual Property Security Agreement and Pledge Agreement Supplements and security agreements and pledge agreements delivered pursuant to this Section 6.126.12, enforceable against all third parties in accordance with their terms, ; and
(vvi) within 60 days after such formation or acquisition, deliver to the Administrative AgentLender, upon the request of the Administrative Agent Lender in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured PartiesLender, of counsel for the Loan Parties acceptable to the Administrative Agent Lender as to the matters contained in clauses (i(i), (iii(iii) and (iv(v) above, and as to such other matters as the Administrative Agent Lender may reasonably request.
(b) Upon the acquisition of any property by the Borrower or any Subsidiary, if such property, in the reasonable judgment of the Lender, shall not already be subject to a perfected first priority security interest in favor of the Lender, then the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such acquisition, furnish to the Lender a description of the property so acquired in detail satisfactory to the Lender,
(ii) within 15 days after such acquisition, deliver to the Lender landlord waivers, estoppel and consent agreements, each in form and substance satisfactory to the Lender, executed by each of the lessors of any newly acquired leased real properties,
(iii) within 15 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Lender, Intellectual Property Security Agreement Supplements as requested by the Lender and other security agreements and pledge agreements, as specified by and in form and substance satisfactory to the Lender, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Encumbrances on all such properties,
(iv) within 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) may be reasonably necessary or advisable in the reasonable opinion of the Lender to vest in the Lender (or in any representative of the Lender designated by it) valid and subsisting Encumbrances on such property, enforceable against all third parties, and
(v) within 60 days after such acquisition, deliver to the Lender, upon the request of the Lender in its sole discretion, a signed copy of a favorable opinion, addressed to the Lender, of counsel for the Loan Parties reasonably acceptable to the Lender as to the matters contained in clauses (iii) and (iv) above and as to such other matters as the Lender may reasonably request.
(c) Upon the request of the Lender 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 Lender a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Lender,
(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 Lender, Intellectual Property Security Agreement Supplements and other security agreements and pledge agreements, as specified by and in form and substance satisfactory to the Lender (including delivery of all Pledged Equity in and of such Subsidiary, and other instruments of the type specified in Section 4.1(a)(iii)), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Encumbrances on all such properties,
(iii) within 30 days after such request, take, and cause each Loan Party to take, whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the opinion of the Lender to vest in the Lender (or in any representative of the Lender designated by it) valid and subsisting Encumbrances on the properties purported to be subject to the Intellectual Property Security Agreement Supplements and security agreements and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(iv) within 60 days after such request, deliver to the Lender, upon the request of the Lender in its sole discretion, a signed copy of a favorable opinion, addressed to the Lender, of counsel for the Loan Parties acceptable to the Lender as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Lender may reasonably request.
(d) At any time upon request of the Administrative AgentLender, the Borrower shall promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent Lender may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens Encumbrances of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Intellectual Property Security Agreement and Pledge Agreement, Supplements and other security agreements and pledge agreements.
(e) Any Subsidiary (other than a CFC or a Subsidiary that is held directly or indirectly by a CFC) that is not a Loan Party on the date hereof shall become a Loan Party within 90 days after the Closing Date, unless it is thereafter merged with a Loan Party in accordance with Section 8.4(a).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon
(a) Upon the request of either Arranger following the occurrence and during the continuance of an Event of Default, (b) the formation or acquisition of any new direct or indirect Domestic Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly a Material Subsidiary) or indirectly Qualified Foreign Subsidiary by any Loan Party or (c) the acquisition of any property or assets with a CFC) book value or fair market value in excess of $100,000 by any Loan Party, and such property, in the judgment of such Arranger, 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, in each case at the Borrower’s expense:
(i) in connection with the formation or acquisition of a Domestic Subsidiary (that is a Material Subsidiary) or a Qualified Foreign Subsidiary, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause each such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Arrangers and the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 30 days after such request, formation or acquisition, furnish to the Administrative Agent and the Arrangers a description of the real and personal properties of such Subsidiary or JV Subsidiary, the Loan Parties and their respective Subsidiaries in detail satisfactory to the Arrangers and the Administrative Agent,
(iii) within 45 days after such request, formation or acquisition, (x) duly execute and deliver, and cause each such Domestic Subsidiary or JV Subsidiary (that is a Material Subsidiary) and each direct and indirect parent of such Qualified Foreign Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent mortgages, pledges, assignments, security agreement supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Arrangers and the Administrative Agent (including delivery Agent, securing payment of all instruments specified in Section 4.01(a)(iii)); providedthe Obligations of the applicable Loan Party or such Subsidiary, any as the case may be, under the Loan Documents and constituting Liens on all such supplements to properties and (y) cause the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary to execute and deliver to the Administrative Agent a security agreement, security agreement supplement or JV Subsidiary that constitutes an Unpledgeable Subsidiary,
(iv) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary other pledge agreement (if it has not already done so) in form and substance satisfactory to take the Arrangers and the Administrative Agent pledging its Equity Interests in such Subsidiary to the extent such pledge will not result in any material adverse tax consequences to the Borrower or the parent of such Subsidiary,
(iv) within 30 days after such request, formation or acquisition, take, and cause such Domestic Subsidiary (that is a Material Subsidiary) or such Qualified Foreign Subsidiary) or such parent of such Subsidiary, as the case may be, to take, whatever action (including including, without limitation, the recording of mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Arrangers and 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 mortgages, pledges, assignments, security agreement supplements to the Security Agreement and Pledge Agreement 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 45 days after such request, formation or acquisition, deliver to the Administrative AgentAgent and the Arrangers, upon the request of the Administrative Agent or the Arrangers in its their sole discretion, a signed copy of a favorable opinion, addressed to the Arrangers, the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent 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 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 Administrative Agent Arrangers may reasonably request.,
(bvi) At any time as promptly as practicable after such request, formation or acquisition, deliver, upon the request of the Administrative Agent or the Arrangers in their sole discretion, to the Administrative Agent and the Arrangers 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, environmental assessment reports, and outside counsel legal opinions, each in scope, form and substance satisfactory to the Arrangers 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, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent and the Arrangers,
(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 a collateral account maintained with the Administrative Agent, 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 Subsidiary to take, as the case may be, all such other action as the Arrangers or the Administrative Agent may deem necessary or desirable in 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, and
(viii) 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 Arrangers or the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Ndchealth Corp)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiaries by any Loan Party, then in each case at the Borrower’s expense:
(i) in connection with the formation or acquisition of a Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value that is attributable on an individual basis not (other than an Excluded Subsidiary, any x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 10 days after such formation or acquisition, at the Borrower’s expense:
(i) cause each such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Collateral Agent a guaranty or guaranty supplementGuaranty Supplement, in form and substance satisfactory to the Administrative Collateral Agent, guaranteeing the other Loan Parties’ obligations Obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description within 30 days after such formation or acquisition of the real and personal properties of such Subsidiary or JV any new Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) duly execute and deliver and cause such Subsidiary or JV Subsidiary and each direct and indirect parent of Loan Party acquiring Equity Interests in such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Collateral Agent pledges, assignments, pledge agreement supplements to the Security Agreement and Pledge Agreement and other security and pledge agreements, agreements as specified by by, and in form and substance satisfactory to the Administrative Agent (including delivery Collateral Agent, securing payment of all instruments specified of the Obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents; provided that (A) the Equity Interests in Section 4.01(a)(iii)); provided, any such supplements to the Pledge Agreement or other pledge agreements Subsidiary held by a CFC shall not be required with respect to any be pledged and (B) if such new property is Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent a CFC, only 66% of the voting Equity Interests and 100% of the non-voting Equity Interests of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable SubsidiaryCFC shall be pledged in favor of the Secured Parties,
(iviii) within 30 days after such formation or acquisition of any new Subsidiary, take, and cause such Subsidiary each newly acquired or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV newly formed Subsidiary (if it has not already done soother than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take take, whatever action (including including, without limitation, the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the Administrative Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, assignments, pledge agreement supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12the Loan Documents, enforceable against all third parties in accordance with their terms, and,
(viv) within 60 days after formation or acquisition of any new Subsidiary that is a “significant subsidiary” as defined by Regulation S-X promulgated by the Securities and Exchange Commission, deliver to the Administrative Collateral Agent, upon the request of the Administrative Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative 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 clauses (ithis Section 5.01(i), (iii3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties and (iv4) above, and as to such other matters as the Administrative Collateral Agent may reasonably request., and
(bv) At at any time upon request of the Administrative Agentand from time to time, promptly execute and deliver deliver, 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 execute and deliver, any and all further instruments and documents and take 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 Administrative Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements created or purported to be created under the Security Agreement and Pledge Agreement, and other security and pledge agreementsLoan Documents.
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 or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an any Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan PartyParty (including, without limitation, upon the formation of any Subsidiary that is a Division Successor) or any Excluded Subsidiary ceasing to be an Excluded Subsidiary, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 10 Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,Obligations;
(ii) within 10 Business Days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,;
(iii) within 15 Business Days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Security Agreement and Pledge Agreement Supplements, Perfection Certificate, 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 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,such parent, as the case may be, under the Loan Documents and constituting Liens on all such interests and personal properties;
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including 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 the properties purported to be subject to supplements to the Security Agreement and Pledge 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 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 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 Administrative Agent may reasonably request.
(b) Upon the acquisition of any property by any Loan Party (including, without limitation, any acquisition pursuant to a Division), if such property is of a type intended to constitute Collateral under the Loan Documents and which, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected 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 10 Business 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 15 Business Days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent Security 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 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including 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; and
(iv) within 60 days after such acquisition, but not less than 45 days following delivery of the notice described in Section 6.12(a)(i) above, 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.
(c) Upon the reasonable 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 satisfactory to the Administrative Agent;
(ii) within 15 Business Days after such request, duly execute and deliver, and cause each Subsidiary (other than any Excluded Subsidiary) of the Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent Security Agreement Supplements, 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 4.01(a)), securing payment of all the Obligations of such Subsidiary under the Loan Documents and constituting Liens on all such properties; and
(iii) within 30 days after such request, take, and cause each Subsidiary (other than any Excluded Subsidiary) of the Borrower to take, whatever action (including 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 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.
(d) Within 180 days of the Closing Date (or such later date as may be acceptable to the Administrative Agent), the Borrower and its Subsidiaries shall establish its principal operating deposit accounts at Bank of America and its affiliates. For the avoidance of doubt, the principal operating deposit accounts of the Borrower and its Subsidiaries shall include, without limitation, each deposit account into which royalty payments in respect of Intellectual Property of the Borrower and its Subsidiaries are deposited.
(e) At any time upon the reasonable request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge 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 or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFCCFC and which, in the reasonably judgment of the Administrative Agent and the Borrower, would result in material adverse tax consequences) by any Loan PartyParty (including, without limitation, Target A and Target B), then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within thirty (30) days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within thirty (30) days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within thirty (30) days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, mortgages, leasehold mortgages, leasehold deeds of trust and deeds to the Security Agreement and Pledge Agreement and other security and pledge agreements, as specified by and secure debt (“Mortgage Instruments”) in form and substance satisfactory to the Administrative Agent (including delivery of all instruments specified in Section 4.01(a)(iii)); provided, any such supplements to the Pledge Agreement or other pledge agreements shall not be required each case with respect to any Equity Interests real property having a fair market value in excess of $500,000 (other than a Flood Hazard Property (as defined below) with a fair market value below $1,000,000), substantially in the form of Exhibit G-1 (with such Subsidiary or JV Subsidiary or other direct or indirect parent of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiary,
(iv) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) changes 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 supplements to the Security Agreement and Pledge Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, and
(v) deliver reasonably satisfactory to the Administrative Agent, upon including such changes as may be reasonably appropriate to account for local law matters) (including the request fixture filings and Assignments of Leases and Rents referred to therein and each other mortgage delivered pursuant to Section 6.12, in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with:
(A) evidence that counterparts of the Administrative Agent Mortgages have been duly executed, acknowledged and delivered and are in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel form suitable for the Loan Parties acceptable to the Administrative Agent as to the matters contained filing or recording in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as filing or recording offices that the Administrative Agent may deem necessary or desirable in obtaining order to create a valid first and subsisting Lien on the full benefits ofproperty 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 (but not in excess of the fair market value of such property), 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 material defects 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 reasonably deem necessary or desirable,
(as C) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) in perfecting have been paid, and preserving dated no more than thirty (30) days before the Liens ofday of such formation or acquisition, such guaranties, supplements certified to the Security Agreement Administrative Agent and Pledge Agreementthe 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 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 security defects, other than encroachments and pledge agreements.other defects reasonably acceptable to the Administrative Agent,
(D) evidence of the insurance required by the terms of the Mortgages,
(E) evidence as to whether the Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and if such Mortgaged Property is a Flood Hazard Property, (A) evidence as to whether the community in which such Mortgaged Property is located is participating in the National Flood Insurance Program, (B) the Borrower’s written acknowledgment of receipt of written notification from the Administrative Agent as to the fact that such Mortgaged Property is a Flood Hazard Property and as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) in respect of any Flood Hazard Property having a fair market value in excess of $1,000,000, copies of the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administrative Agent and naming the Administrative Agent as mortgagee and sole loss payee on behalf of the Secured Parties,
Appears in 1 contract
Samples: Credit Agreement (ORBCOMM Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) Subsidiaries by any Loan Party, then the Borrower shall, at the Borrower's expense:
(i) within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 Administrative Agent, guaranteeing the other Loan Parties’ ' obligations under the Loan Documents; PROVIDED, HOWEVER, that if for any new direct or indirect Foreign Subsidiary or parent that is a Foreign Subsidiary, as applicable, compliance with this SECTION 6.12(A)(I) would result in a Section 956 Deemed Dividend, the Borrower will not be required to comply with this SECTION 6.12(A)(I) to the extent that doing so would result in such Section 956 Deemed Dividend,
(ii) within 5 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in reasonably sufficient detail satisfactory to enable the Administrative Agent to take and perfect Liens thereon to the Administrative Agentextent required by this Agreement and the Collateral Documents,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) except to the extent provided in CLAUSE (I) above to duly execute and deliver deliver, to the Administrative Agent supplements to the deeds of trust, trust deeds, mortgages, Security Agreement and Pledge 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 in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iiiSECTION 4.01(A)(III)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties (which, in the case of Real Properties, shall be limited to, Real Property with a fair market value in excess of $2,500,000 at the time of such formation or acquisition) other than property as to which the granting of a Lien is otherwise excused by the terms of this Agreement or the Collateral Documents; PROVIDED, HOWEVER, that if for any new direct or indirect Foreign Subsidiary or parent thereof that constitutes an Unpledgeable is a Foreign Subsidiary, as applicable, compliance with this SECTION 6.12(A)(III) would result in a Section 956 Deemed Dividend, the Borrower will not be required to comply with this SECTION 6.12(A)(III) to the extent that doing so would result in such Section 956 Deemed Dividend,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements to the deeds of trust, trust deeds, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section SECTION 6.12, enforceable against all third parties in accordance with their terms, and,
(v) within 30 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole 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 reasonably 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 Administrative Agent may reasonably request,
(vi) as soon as practicable after such formation or acquisition, deliver to the Administrative Agent with respect to the Real Property owned or held by the entity that is the subject of such formation or acquisition title insurance policies, surveys and any available engineering, soils and other reports (including, without limitation, any environmental reports) generated within the 3 years prior to such formation or acquisition to the extent required to be subject to deeds of trust, trust deeds or mortgages pursuant to CLAUSE (III) above, and
(vii) as soon as practicable after such formation or acquisition, deliver to the Administrative Agent with respect to any Real Property owned or held by the entity that is the subject of such formation or acquisition and required to be subject to deeds of trust, trust deeds or mortgages pursuant to CLAUSE (III) above, a Phase I environmental site assessment report prepared in accordance with the standards promulgated by the American Society for Testing and Materials in form and substance and from a professional firm reasonably acceptable to the Administrative Agent.
(b) Upon the acquisition of any property 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 Administrative Agent for the benefit of the Secured Parties, which, in the case of Real Properties, shall be limited to, Real Property with a fair market value in excess of $2,500,000 at the time of such acquisition by any Loan Party other than property excluded from Collateral by this Agreement or any of the Collateral Documents (including as a result of such property being subject to a Lien permitted by SECTION 7.01), then, other than where compliance with this SECTION 6.12(B) would result in a Section 956 Deemed Dividend, 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, mortgages, 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 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 in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within 30 days after such acquisition, 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 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,
(ivv) as soon as practicable after any acquisition of a real property, deliver to the Administrative Agent with respect to such Real Property title insurance policies, surveys and any available engineering, soils and other reports (including, without limitation, any environmental reports) generated within the 3 years prior to such formation or acquisition to the extent required to be subject to deeds of trust, trust deeds or mortgages, and
(vi) as soon as practicable after any acquisition of any Real Property, deliver to the Administrative Agent with respect to such Real Property required to be subject to deeds of trust, trust deeds or mortgages, a Phase I environmental site assessment report prepared in accordance with the standards promulgated by the American Society for Testing and Materials in form and substance and from a professional firm reasonably acceptable to the Administrative Agent.
(c) At any time any Foreign Subsidiary of the Borrower that is not a Guarantor has entered into a Guarantee of any Funded Debt of any Loan Party with a principal amount in excess of the Threshold Amount, then the Borrower shall, at the Borrower's expense:
(i) within 30 days after entering into such Guarantee, cause such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Loan Parties' obligations under the Loan Documents, and
(ii) within 30 days after entering into such Guarantee, 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 reasonably acceptable to the Administrative Agent as to the matters contained in CLAUSE (i) above, and as to such other matters as the Administrative Agent may reasonably request.
(bd) At any time upon request Notwithstanding anything provided in this SECTION 6.12, no Local Law Collateral Documents shall be required to be delivered in respect of the Administrative Agent, promptly execute and deliver Equity Interests in any and all further instruments and documents and take all First-Tier Foreign Subsidiary for so long as such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge Agreement, and other security and pledge agreements.First-Tier Foreign Subsidiary shall not be a Significant
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party, then the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Agent, Mortgages, Security Agreements, Security Agreement Joinders, Pledge Agreements, and Pledge Agreement and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent Joinders (including delivery of all instruments specified pledged interests in Section 4.01(a)(iiiand of such Subsidiary, and other Equity Interests)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Secured Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties and assets,
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 supplements to the Mortgages, Security Agreement Joinders, Pledge Agreement Joinders, Security Agreements and Pledge Agreement and security and pledge agreements Agreements delivered pursuant to this Section 6.126.13, enforceable against all third parties in accordance with their terms, and
(v) 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 any real property of such Subsidiary, deliver in form and substance acceptable to the Administrative Agent, Mortgages covering such properties, duly executed by the appropriate Loan Party, together with:
(A) evidence that counterparts of the Mortgages for such properties have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all appropriate filing or recording offices in order to create a valid first and subsisting Lien on the property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and the Noteholders and that all filing, documentary, stamp, intangible and recording taxes and fees have been paid,
(B) unless waived by the Administrative Agent in writing, Mortgage Policies as to such Mortgages,
(C) if requested by the Administrative Agent as to one or more of such properties, Surveys for such properties,
(D) as to each such property, a flood insurance policy in an amount equal to the lesser of the maximum amount secured by the applicable Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Administrative Agent Lender that none of the improvements located on such land is located in a flood hazard area,
(E) as to each such property, evidence satisfactory to the Administrative Agent of the insurance required by the terms of the applicable Mortgage,
(F) as to each such property, evidence satisfactory to the Administrative Agent (i) of the identity of all taxing authorities and utility districts (or similar authorities) having jurisdiction over such property or any portion thereof, (ii) that all taxes, standby fees and any other similar charges have been paid, including copies of receipts or statements marked “paid” by the appropriate authority, and (iii) that the land is a separate tax lot or lots with separate assessment or assessments of the land and the improvements thereon, independent of any other land or improvements and that the land is a separate legally subdivided parcel,
(G) local counsel opinions from counsel in each State addressed to the Secured Parties regarding the enforceability of the Mortgages (except to the extent that Rhode Island statutory law prohibits an enforceability opinion) and such other matters as reasonably requested by the Administrative Agent and its counsel, and
(H) evidence that all other action that the Administrative Agent may reasonably deem necessary or desirable in order to create valid first and subsisting Liens on the properties described in the Mortgages has been taken.
(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 Collateral Agent for the benefit of the Secured Parties and the Noteholders, then the Borrower shall, at the Borrower’s expense:
(i) within 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 15 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent Mortgages, Security Agreements, Security Agreement Joinders, Pledge Agreements and Pledge Agreement Joinders, securing payment of all the Secured Obligations and constituting Liens on all such properties, including real estate, in each case to the extent necessary to perfect first priority Liens in favor of Collateral Agent for the benefit of the Secured Parties and the Noteholders on all such properties (or in any representative of the Administrative Agent designated by it), enforceable against all third parties, subject to the Liens permitted under Section 7.01,
(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 perfect first priority Liens in favor of Collateral Agent for the benefit of the Secured Parties and the Noteholders on all such properties (or in any representative of the Administrative Agent designated by it), enforceable against all third parties,
(iv) unless waived by the Administrative Agent, 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 Agent, Collateral Agent, the other Secured PartiesParties and the Noteholders, of counsel for the Loan Parties 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, and
(v) as promptly as practicable after any acquisition of a real property, if requested by the Administrative Agent deliver to the Administrative Agent with respect to such real property a subordination, non-disturbance and attornment agreement and a tenant estoppel certificate executed by each of the lessees of such real property, in each case in form and substance acceptable to the Administrative Agent (the Borrower shall use commercially reasonable efforts to obtain such agreements and certificates, but the failure to obtain such agreements and certificates shall not constitute an Event of Default).
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, to the extent not already provided or completed, 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 Subsidiary (if it has not already done so) to duly execute and deliver, to the Administrative Agent the Mortgages, Security Agreement Joinders, Pledge Agreement Joinders, Security Agreements and Pledge Agreements, securing payment of all the Secured Obligations of the Borrower and the Subsidiaries under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each Subsidiary 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 the properties purported to be subject to the Mortgages, Security Agreement Joinders, Pledge Agreement Joinders, Security Agreements and Pledge Agreements delivered pursuant to this Section 6.13, enforceable against all third parties in accordance with their terms, and
(iv) within 60 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, Collateral Agent, the other Secured Parties and the Noteholders, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request., and
(bd) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Mortgages, Security Agreement Joinders, Pledge Agreement Joinders, Security Agreements and Pledge Agreement, and other security and pledge agreementsAgreements.
Appears in 1 contract
Samples: Credit Agreement (Media General Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or acquisition of any new direct or indirect Subsidiary or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) by any U.S. Loan Party, then the Borrower such Loan Party shall, at its expense:
(i) within 30 10 days after such formation or acquisition, at the Borrower’s expense:
(i) cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty Domestic Guaranty or guaranty supplementsupplement to the Domestic Guaranty, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) furnish to the Administrative Agent a description of the real and personal properties of within 15 days after such Subsidiary formation or JV Subsidiaryacquisition, in detail satisfactory to the Administrative Agent,
(iii) cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Agent, Security Agreement and Pledge Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties,
(iviii) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements and 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 on the properties purported to be subject to the Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12(a), enforceable against all third parties in accordance with their terms, and
(iv) 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 U.S. 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 Administrative Agent may reasonably request.
(b) Upon the formation or acquisition of any new direct or indirect U.K. Subsidiary by any U.K. Loan Party, then such Loan Party shall, at its expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary which is also a U.K. Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a U.K. Guaranty or supplement to the U.K. Guaranty, in form and substance satisfactory to the Administrative Agent, guaranteeing the other U.K. Loan Parties’ obligations under the Loan Documents,
(ii) within 15 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary which is also a U.K. Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent, supplements to any U.K. Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)), securing payment of all the Obligations of the U.K. Loan Parties under the Loan Documents and constituting Liens on all such personal properties,
(iii) within 30 days after such formation or acquisition (or such earlier period as may be required by law), cause such Subsidiary and each direct and indirect parent of such Subsidiary which is also a U.K. Subsidiary (if it has not already done so) to take whatever action (including 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 on the properties purported to be subject to any such supplements to any U.K. Collateral Documents and security and pledge agreements delivered pursuant to this Section 6.12(b), enforceable against all third parties in accordance with their terms, and
(iv) 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 U.K. 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 Administrative Agent may reasonably request.
(c) Upon the acquisition of any material property (other than real property) by any Loan Party, if such property, in the reasonable judgment of Holdings, 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 Borrowers shall, at the Borrowers’ expense:
(i) within 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 15 days after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent Security Agreement Supplements, IP Security Agreement Supplements, supplements to any U.K. Collateral Documents 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 30 days after such acquisition, cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices, but excluding taking possession) 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, and
(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 applicable 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.
(d) Upon the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, the Borrowers shall, at the Borrowers’ expense:
(i) within 30 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 60 days after such request, duly execute and deliver, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of a Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, mortgages, leasehold mortgages, 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 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 75 days after such request, take, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of a 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 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 supplements to the deeds of trust, trust deeds, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement and Pledge 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,
(viv) within 90 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 (i), (iiiii) and (iviii) 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 sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrowers and their Subsidiaries, 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 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.
(be) If at any time the representation and warranty set forth in Section 5.20 shall be incorrect, within 30 days after the date thereof, the Borrowers shall enter into Local Law Collateral Documents with respect to the Equity Interests of one or more First Tier Foreign CFC Subsidiaries so that after delivery of such Local Law Collateral Documents, such representation and warranty shall be true and correct (it being understood and agreed that no Local Law Collateral Documents shall be required in respect of Sotheby’s Hong Kong Ltd. or any of its Subsidiaries).
(f) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements to the Security Agreement and Pledge AgreementSupplements, 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 or JV Subsidiary to which more than 5.0% of the assets constituting the Total Asset Value is attributable on an individual basis (other than an Excluded Subsidiary, (x) any CFC or a Subsidiary that is held directly or indirectly by a CFC, (y) any Designated Subsidiary and (z) Denny’s Employee Disaster Relief Fund, Inc. (for so long as such entity remains a charitable entity under Section 501(c)(3) of the Code)) by any Loan Party, then the Borrower shall promptly, and in any event within three (3) Business Days thereafter, notify the Administrative Agent of the occurrence of such event and, at the Administrative Agent’s request, the Borrower shall, within 30 days after such formation or acquisition, at the Borrower’s expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary, and cause each direct and indirect parent of such Subsidiary or JV 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 satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or JV Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, Guarantee and Collateral Agreement Supplements, IP Security Agreement and Pledge Agreement supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Stock in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)); provided, any such supplements to securing payment of all the Pledge Agreement or other pledge agreements shall not be required with respect to any Equity Interests in such Subsidiary or JV Subsidiary or other direct or indirect parent Obligations of such Subsidiary or JV Subsidiary that constitutes an Unpledgeable Subsidiarysuch parent, as the case may be, under the Loan Documents and constituting Liens on all such real properties (owned in fee simple interest) and personal properties (other than any real property of any Loan Party located in the State of Florida, Maryland or New York),
(iv) within 30 days after such formation or acquisition, cause such Subsidiary or JV Subsidiary and each direct and indirect parent of such Subsidiary or JV 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 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 (other than any real property of any Loan Party located in the State of Florida, Maryland or New York or any leasehold real property of any Loan Party) purported to be subject to supplements the deeds of trust, trust deeds, deeds to the secure debt, mortgages, Guarantee and Collateral Agreement Supplements, IP Security Agreement and Pledge 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 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 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 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 (other than any real property of any Loan Party located in the State of Florida, Maryland or New York or any leasehold real property of any Loan Party) 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 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 real property of any Loan Party located in the State of Florida, Maryland or New York) by any Loan Party, if such property, in the judgment of the Administrative Agent, shall (i) not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties and (ii) have a Fair Market Value of $500,000 (either individually or in the aggregate with all other property so acquired that is not 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 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 15 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, Guarantee and Collateral Agreement Supplements, IP Security Agreement supplements and other security and pledge agreements, as requested 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 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, and 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 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 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 Administrative Agent in its sole discretion, to the Administrative Agent with respect to such real property such title reports, surveys and engineering, soils and other reports, and environmental assessment reports as the Loan Parties have obtained or are otherwise available to the Loan Parties,
(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 satisfactory to the Administrative Agent,
(ii) within 15 days after such request, duly execute and deliver, and cause each Loan Party and Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of 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, Guarantee and Collateral Agreement Supplements, IP Security Agreement supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Stock and Pledged Debt Securities in and of such Loan Party and such Subsidiary, as applicable, and other instruments of the type specified in Section 4.01(a)), securing payment of all the Obligations of such Loan Party or such Subsidiary, as the case may be, under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each Loan Party and Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of each 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Guarantee and Collateral 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, 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 sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by each Loan Party 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 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 upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, supplements deeds of trust, trust deeds, deeds to the secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Guarantee and Collateral Agreement Supplements, IP Security Agreement and Pledge Agreement, supplements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Dennys Corp)
