Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expense: (a) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause 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 Company’s obligations under the Loan Documents, (b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent, (c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and (d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement (including the filing of UCC financing statements) as may be reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties subject to the Supplemental Collateral Documents delivered pursuant to this Section 7.10; 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), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, excluding (x) any Foreign Subsidiary CFC or a any Subsidiary that is held directly or indirectly by a Foreign 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, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 20 days after such formation or acquisition (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may in Section 7.01(eits discretion approve), 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 Company’s other Loan Parties’ obligations under the Loan Documents,;
(bii) at subject in the time case of delivery of the compliance certificate set forth in Oil and Gas Properties to Section 7.01(e6.12(b), furnish to within 30 days after such formation or acquisition (or such longer period as the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, may in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(eits discretion approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds 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 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments required under the Security Agreement) securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided, however, that notwithstanding the foregoing, neither the Borrower nor any Subsidiary will be required to grant a security interest in the Equity Interest of any (i) CFC in excess of 66% of the type specified Equity Interest of such CFC, (ii) Immaterial Subsidiary or (iii) Unrestricted Subsidiary;
(iii) subject in the case of Oil and Gas Properties to Section 5.01(a)(iii)6.12(b), and
within 30 days after such formation or acquisition (d) at or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may in Section 7.01(eits discretion approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents 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 7.106.12, enforceable against all third parties in accordance with their terms; and
(iv) 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), (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) If the report or certificate delivered under Section 6.01(e) or Section 6.01(f) does not confirm that the Obligations are secured by first-priority Liens covering and encumbering at least (x) 95% of the PV9 Pricing of the Proved Developed Producing Reserves and (y) 95% of the PV9 Pricing of the Proved Reserves, in each case, attributable to the Engineered Oil and Gas Properties (without taking into account any 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 (or supplements with respect thereto) in form and substance reasonably acceptable to the Administrative Agent, together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) and together with such certificates and opinions of counsel with respect thereto, in each case as the Administrative Agent shall deem necessary to grant, evidence and perfect the first-priority Liens on such additional properties required by this Section 6.12(b) and (ii) upon the request of the Administrative Agent, which request shall not be made more than once per calendar year so long as no Default, Event of Default or Borrowing Base Deficiency is then continuing, evidence of title reasonably satisfactory to the Administrative Agent with respect to such additional properties, but only to the extent necessary such that the Borrower shall have delivered evidence of title covering Engineered Oil and Gas Properties subject to the Mortgages comprising at least 70% 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 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), such Loan Party may satisfy the requirements of this Section 7.10 at 6.12(b) shall not apply to any Oil and Gas Properties as to which the time Administrative Agent shall determine in its reasonable discretion, after consultation with the Borrower, that the costs and burden of delivery obtaining such evidence of title are excessive in relation to the value of the next certificate required pursuant to Section 7.01(b)benefits afforded thereby.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expense:
(a) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause 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 Company’s obligations under the Loan Documents,, 102 MSG – Credit Agreement (2014)
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement (including the filing of UCC financing statements) as may be reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties subject to the Supplemental Collateral Documents delivered pursuant to this Section 7.10; 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), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, excluding (x) any Foreign Subsidiary CFC or a any Subsidiary that is held directly or indirectly by a Foreign 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, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 20 days after such formation or acquisition (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may in Section 7.01(eits discretion approve), 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 Company’s other Loan Parties’ obligations under the Loan Documents,;
(bii) at subject in the time case of delivery of the compliance certificate set forth in Oil and Gas Properties to Section 7.01(e6.12(b), furnish to within 30 days after such formation or acquisition (or such longer period as the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, may in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(eits discretion approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds 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 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments required under the Security Agreement) securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided, however, that notwithstanding the foregoing, neither the Borrower nor any Subsidiary will be required to grant a security interest in the Equity Interest of any (i) CFC in excess of 66% of the type specified Equity Interest of such CFC, (ii) Immaterial Subsidiary or (iii) Unrestricted Subsidiary;
(iii) subject in the case of Oil and Gas Properties to Section 5.01(a)(iii)6.12(b), and
within 30 days after such formation or acquisition (d) at or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may in Section 7.01(eits discretion approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents 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 7.106.12, enforceable against all third parties in accordance with their terms; and
(iv) 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), (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) If the report or certificate delivered under Section 6.01(e) or Section 6.01(f) does not confirm that the Obligations are secured by first-priority Liens covering and encumbering at least 95% of the PV9 Pricing of the Proved Reserves, in each case, attributable to the Engineered Oil and Gas Properties (without taking into account any 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 (or supplements with respect thereto) in form and substance reasonably acceptable to the Administrative Agent, together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) and together with such certificates and opinions of counsel with respect thereto, in each case as the Administrative Agent shall deem necessary to grant, evidence and perfect the first-priority Liens on such additional properties required by this Section 6.12(b) and (ii) upon the request of the Administrative Agent, which request shall not be made more than once per calendar year so long as no Default, Event of Default or Borrowing Base Deficiency is then continuing, evidence of title reasonably satisfactory to the Administrative Agent with respect to such additional properties, but only to the extent necessary such that the Borrower shall have delivered evidence of title covering Engineered Oil and Gas Properties subject to the Mortgages comprising at least 70% 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 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), such Loan Party may satisfy the requirements of this Section 7.10 at 6.12(b) shall not apply to any Oil and Gas Properties as to which the time Administrative Agent shall determine in its reasonable discretion, after consultation with the Borrower, that the costs and burden of delivery obtaining such evidence of title are excessive in relation to the value of the next certificate benefits afforded thereby.
(c) Notwithstanding anything to the contrary contained herein, XxxxXxxxx E&P shall only be required pursuant to pledge its Equity Interests in the Royalty Trusts. Furthermore, the Royalty Trusts shall not be required to become Loan Parties and their Oil and Gas Properties shall not be required to become subject to any mortgage as may otherwise be required under this Section 7.01(b)6.12 or any Collateral Document.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(yi) within 30 days after such formation or acquisition, cause such Subsidiary, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent and the Required Lenders, guaranteeing the Obligations,
(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, in detail satisfactory to the Required Lenders,
(iii) (A) within 90 days after such formation or acquisition, cause such Subsidiary to duly execute and deliver to the Administrative Agent Mortgages only with respect to fee owned real property with a value in excess of $1,000,000 owned by the entity that is the subject of such formation or acquisition, and (B) within 15 days after such formation or acquisition, cause such Subsidiary 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 satisfactory to the Administrative Agent (acting at the written direction of the Required Lenders) (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,
(iv) within 60 days after such formation or acquisition, cause such Subsidiary to take whatever action (including, subject to the time limitations set forth in clause (iii) above, 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 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 the 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,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent (acting at the written direction of the Required Lenders), 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) within 60 days after such formation or acquisition, deliver, upon the request of the Administrative Agent (acting at the written direction of the Required Lenders), to the Administrative Agent with respect to all fee owned real property with a value in excess of $1,000,000 for any location (combining any contiguous parcels or other nearby parcels used at such location) owned by the entity that is the subject of such formation or acquisition: (A) Completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance) duly executed by each Loan Party relating thereto and if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required by this Agreement, (B) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent (acting at the written direction of the Required Lenders), 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 fee owned property, other than fee owned real property not constituting an Excluded Asset with a value less than $1,000,000, by any Loan Party Party, then the Borrower shall, at the Borrower’s expense:
(including Equity Interests i) within 10 days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in a first-tier Foreign Subsidiarydetail satisfactory to the Administrative Agent (acting at the written direction of the Required Lenders),
(ii) if such property, in the reasonable judgment of the Administrative AgentAgent (at the written direction of the Required Lenders), 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 Parties, within 60 days after such formation or acquisition to the acquisition of any Network Assets extent requested by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expense:
(a) at the time of delivery of the compliance certificate set forth in Section 7.01(e)Administrative Agent, cause such Subsidiary (if it has not already done so), the applicable Loan Party 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 Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documents, Mortgages as specified by and in form and substance reasonably satisfactory to the Administrative Agent (or in substantially acting at the form attached to written direction of the Security AgreementRequired Lenders), if applicable) (including delivery securing payment of all Pledged Equity Interests the Obligations of the applicable Loan Party under the Loan Documents,
(iii) if such property, in and the judgment of such Subsidiary the Administrative Agent (limited to 66% at the written direction of voting equity interests of any Foreign Subsidiarythe Required Lenders), and other instruments shall not already be subject to a perfected first priority security interest in favor of the type specified in Section 5.01(a)(iii)), and
(d) at Administrative Agent for the time of delivery benefit of the compliance certificate set forth in Section 7.01(e)Secured Parties, within 60 days after such formation or acquisition, cause such Subsidiary (if it has not already done so) the applicable Loan Party to take any actions required under the Security Agreement whatever action (including the recording of Mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by necessary or advisable in the opinion of the Administrative Agent (acting at the written 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 such property, enforceable against all third parties,
(iv) if such property, in the judgment of the Administrative Agent (at the written direction of the Required Lenders), 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, within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent (acting at the written direction of the Required Lenders), 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 (acting at the written direction of the Required Lenders) as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent (acting at the written direction of the Required Lenders) may reasonably request, and
(v) if such property, in the judgment of the Administrative Agent (at the written direction of the Required Lenders), 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, within 60 days after such formation or acquisition, upon the request of the Administrative Agent (acting at the written direction of the Required Lenders), deliver to the Administrative Agent: with respect to such real property Completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance) duly executed by each Loan Party relating thereto and if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required by this Agreement, 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 (acting at the written direction of the Required Lenders); 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) [Reserved].
(d) Upon the request of the Administrative Agent (acting at the written direction of the Required Lenders) following the occurrence and during the continuance of a Default or 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 (acting at the written direction of the Required Lenders),
(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 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 (acting at the written direction of the Required Lenders) (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents,
(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 opinion of the Administrative Agent (acting at the written 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 the Supplemental Collateral Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Security Agreement, intellectual property security agreements and security and pledge agreements delivered pursuant to this Section 7.10; 6.12, enforceable against all third parties in accordance with their terms, and
(iv) within 30 days after such request, deliver, upon the request of the Administrative Agent (acting at the written direction of the Required Lenders), to the Administrative Agent with respect to each parcel of real property owned or held by the Loan Parties, Completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance) duly executed by each Loan Party relating thereto and if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required by this Agreement, 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 (acting at the written direction of the Required Lenders), provided, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to after-acquired property such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(e) At any time upon reasonable written request of the Administrative Agent (acting at the written direction of the Required Lenders), promptly execute and deliver any Loan Party and all further instruments and documents and take all such other action as to which an effective Uniform Commercial Code financing statement is on file the Administrative Agent may deem necessary or desirable in obtaining the appropriate jurisdiction and which does not constitute deposit full benefits of, or securities accounts (as applicable) in perfecting and preserving the Liens of, such guaranties, Mortgages, supplements to which the provisions above Security Agreement, intellectual property security agreements and other security and pledge agreements.
(f) All deadlines in this Section 6.12 shall be applicableconsidered extended to the extent agreed to by the Administrative Agent (acting at the written direction of the Required Lenders), such Loan Party may satisfy and all requests referred to herein shall be deemed made to the requirements of this Section 7.10 at extent made in writing in a notice delivered to the time of delivery of the next certificate required pursuant to Section 7.01(b)Borrower.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary (if it has not already done so)Subsidiary, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative AgentAgent and the Required Lenders, guaranteeing the Company’s obligations under the Loan DocumentsObligations,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)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 such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative AgentRequired Lenders,
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)(A) within 90 days after such formation or acquisition, cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral DocumentsMortgages only with respect to fee owned real property with a value in excess of $1,000,000 owned by the entity that is the subject of such formation or acquisition, and (B) within 15 days after such formation or acquisition, cause such Subsidiary 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 (or in substantially acting at the form attached to written direction of the Security Agreement, if applicableRequired Lenders) (including delivery of all Pledged Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of such Subsidiary under the Loan Documents,
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 60 days after such formation or acquisition, cause such Subsidiary (if it has not already done so) to take any actions required under whatever action (including, subject to the Security Agreement time limitations set forth in clause (including iii) above, the recording of Mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by necessary or advisable in the Administrative Agent 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 the properties purported to be subject to the Supplemental Collateral Documents Mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.106.12, 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 (acting at the written direction of the Required Lenders), 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) within 60 days after such formation or acquisition, deliver, upon the request of the Administrative Agent (acting at the written direction of the Required Lenders), to the Administrative Agent with respect to all fee owned real property with a value in excess of $1,000,000 for any location (combining any contiguous parcels or other nearby parcels used at such location) owned by the entity that is the subject of such formation or acquisition: (A) Completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance) duly executed by each Loan Party relating thereto and if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required by this Agreement, (B) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent (acting at the written direction of the Required Lenders); 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 after-acquired property such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any fee owned property, other than fee owned real property with a value less than $1,000,000, by any Loan Party, 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 (acting at the written direction of the Required Lenders),
(ii) if such property, in the judgment of the Administrative Agent (at the written direction of the Required Lenders), 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, within 60 days after such formation or acquisition to the extent requested by the Administrative Agent, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent Mortgages as specified by and in form and substance satisfactory to which an effective the Administrative Agent (acting at the written direction of the Required Lenders), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents,
(iii) if such property, in the judgment of the Administrative Agent (at the written direction of the Required Lenders), 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, within 60 days after such formation or acquisition, cause the applicable Loan Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction opinion of the Administrative Agent (acting at the written direction of the Required Lenders) to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does subsisting Liens on such property, enforceable against all third parties,
(iv) if such property, in the judgment of the Administrative Agent (at the written direction of the Required Lenders), shall not constitute deposit already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, within 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent (acting at the written direction of the Required Lenders), 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 (acting at the written direction of the Required Lenders) as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent (acting at the written direction of the Required Lenders) may reasonably request, and
(v) if such property, in the judgment of the Administrative Agent (at the written direction of the Required Lenders), 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, within 60 days after such formation or securities accounts acquisition, upon the request of the Administrative Agent (acting at the written direction of the Required Lenders), deliver to the Administrative Agent with respect to such real property Completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance) duly executed by each Loan Party relating thereto and if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required by this Agreement, 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 (acting at the written direction of the Required Lenders); 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) [Reserved].
(d) Upon the request of the Administrative Agent (acting at the written direction of the Required Lenders) following the occurrence and during the continuance of a Default or 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 (acting at the written direction of the Required Lenders),
(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 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 (acting at the written direction of the Required Lenders) (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents,
(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 opinion of the Administrative Agent (acting at the written 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 the deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Security 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
(iv) within 30 days after such request, deliver, upon the request of the Administrative Agent (acting at the written direction of the Required Lenders), to the Administrative Agent with respect to each parcel of real property owned or held by the Loan Parties, Completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance) duly executed by each Loan Party relating thereto and if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required by this Agreement, 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 (acting at the written direction of the Required Lenders); provided 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.
(e) At any time upon reasonable written 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 (acting at the written direction of the Required Lenders) may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, Mortgages, supplements to which the provisions above Security Agreement, intellectual property security agreements and other security and pledge agreements.
(f) All deadlines in this Section 6.12 shall be applicableconsidered extended to the extent agreed to by the Administrative Agent (acting at the written direction of the Required Lenders), such Loan Party may satisfy and all requests referred to herein shall be deemed made to the requirements of this Section 7.10 at extent made in writing in a notice delivered to the time of delivery of the next certificate required pursuant to Section 7.01(b)Borrower.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Monitronics International Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 4560 days (or such longer period as the time of delivery of the compliance certificate set forth in Section 7.01(e)Administrative Agent may agree) 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, supplement guaranteeing the Company’s other Loan Parties’ obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e)Documents on terms consistent with Article 10 hereof, furnish to the Administrative Agent a description of the personal properties of with such Subsidiary or such newly-acquired property, in detail changes thereto as may be reasonably satisfactory acceptable to the Administrative Agent,
(cii) at within 4560 days (or such longer period as the time of delivery of the compliance certificate set forth in Section 7.01(e)Administrative Agent may agree) after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documents, as specified Pledge Agreement Supplements and take all other actions required to be taken by and in form and substance reasonably satisfactory a grantor pursuant to the Administrative Agent (or in substantially the form attached to the Security Agreement, if applicable) Pledge Agreement (including delivery of all Pledged certificates, if any, representing the Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and other instruments constituting Liens on all Collateral of the type specified in Section 5.01(a)(iii))such Subsidiary or such parent, and
(diii) at within 4560 days (or such longer period as the time of delivery of the compliance certificate set forth in Section 7.01(e)Administrative Agent may agree) 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 any actions required under the Security Agreement whatever action (including the filing of UCC financing statements) as may be reasonably requested by 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 Supplemental Collateral Documents Pledge Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with their terms.
(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, Pledge Agreement Supplements and other security and pledge agreements.
(c) With respect to after-acquired property of any Indebtedness owed by a Subsidiary that is not a Loan Party as to which an effective Uniform Commercial Code financing statement a Loan Party, including any loan or advance or any intercompany receivable, having a term in excess of, or that is on file in outstanding for more than, 364 days, take all actions required to ensure that such Indebtedness or intercompany receivable is evidenced by the appropriate jurisdiction Intercompany Note and which does not constitute deposit or securities accounts (as pledged to which the provisions above shall be applicable), such Loan Party may satisfy Administrative Agent pursuant to the requirements of this Section 7.10 at Pledge Agreement for the time of delivery benefit of the next certificate required pursuant to Section 7.01(b)Secured Parties.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) if such propertyincluding, in without limitation, upon 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 or the acquisition formation of any Network Assets by any Excluded Subsidiary or (z) that is a Division successor), the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 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; provided, guaranteeing however, (x) no Subsidiary that is not a Domestic Subsidiary shall become a Guarantor if becoming a Guarantor would cause a material adverse tax consequence, and (y) no Subsidiary whose only assets constitute “Excluded Asset” (as such term is defined in the Company’s obligations under the Loan Documents,Security Agreement) shall become a Guarantor;
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 days after such formation or acquisition, (A) furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,Agent and (B) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a);
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral DocumentsSecurity Agreement Supplements and other security and pledge agreements, 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 certificates, if any, representing the Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(ix)), andsecuring 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 interests and personal properties;
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 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 any actions required under the Security Agreement whatever action (including the filing of UCC financing statements) as may be reasonably requested by 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 Supplemental Collateral Documents Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.106.12, enforceable against all third parties in accordance with their terms; providedand
(v) within 15 days after such formation or acquisition, that with respect deliver to after-acquired property the Administrative Agent, upon the request of any 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 Party Parties acceptable to the Administrative Agent as to which an effective Uniform Commercial Code financing statement is on file the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the appropriate jurisdiction Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and which does not constitute deposit deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or securities accounts desirable in obtaining the full benefits of, or (as to which applicable) in perfecting and preserving the provisions above shall be applicable)Liens of, such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)guaranties, Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon Upon
(xa) the formation or acquisition by any Loan Party of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary the Captive Insurance Company) or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (yb) the acquisition of any personal property not constituting an Excluded Asset (including Equity Interests) by any Loan Party (including Equity Interests in each case, including, without limitation, upon the formation of any Subsidiary that is a first-tier Foreign Subsidiary) Division Successor), and if such property, in pursuant to the reasonable judgment terms of the Administrative AgentCollateral Documents, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company shall, in each case at the Company’s Borrowers’ expense:
(ai) at within sixty (60) days (as such time period may be extended by the time Administrative Agent in its sole discretion) after such formation or acquisition cause each such Subsidiary, and cause each parent of delivery of the compliance certificate set forth in Section 7.01(e), cause any 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 Guarantor Joinder;
(ii) within sixty (60) days (as such time period may be extended by the Administrative AgentAgent in its sole discretion) after such request, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e)formation or acquisition, furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired propertythe Loan Parties and their respective Subsidiaries, in detail reasonably satisfactory to the Administrative Agent,;
(ciii) at within sixty (60) days (as such time period may be extended by the time Administrative Agent in its sole discretion) after such request, formation or acquisition, duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentspledges, assignments, Security Agreement Supplements, intellectual property security agreement and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (or in substantially the form attached to consistent with the Security Agreement, if applicable) intellectual property security agreements and other security agreements in effect on the Closing Date (including delivery of all Pledged certificated Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary, duly endorsed for transfer), and other instruments securing payment of all the Obligations of the type specified applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such properties, except for certain immaterial assets (including motor vehicles) in Section 5.01(a)(iii)), andAdministrative Agent’s sole discretion;
(div) at within sixty (60) days (as such time period may be extended by the time Administrative Agent in its sole discretion) after such request, formation or acquisition, take, and cause such Subsidiary or the parent(s) of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement take, whatever action (including including, without limitation, the filing of UCC financing statements, and other lien documents, the giving of notices) as may be reasonably requested by 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 Supplemental Collateral Documents pledges, assignments, Security Agreement Supplements, intellectual property security agreements and security agreements delivered pursuant to this Section 7.10; provided8.12, that enforceable against all third parties in accordance with their terms;
(v) as promptly as practicable (i) notify the Administrative Agent (on the Closing Date or thereafter with respect to after-acquired later properties and locations) of (A) the location of each Loan Party’s headquarters or any location that contains material books and records (or any change in any such headquarters or other such location) and (B) any parcel or unit of real property leased by any Loan Party from any Person that is not a Loan Party having Collateral with a net book value in excess of $500,000 stored or located therein or thereon, or that is otherwise material to the operations of the Loan Parties and their respective Subsidiaries (as reasonably determined by the Administrative Agent (after such notice) and the Borrowing Agent), and (ii) after request of the Administrative Agent in its sole discretion, use commercially reasonable efforts to deliver to the Administrative Agent Landlord Waivers, estoppels and/or collateral access letters with respect to each location described in clause (i) above;
(vi) promptly following the date of lease (as lessee) of any real property of any Loan Party after the Closing Date, notify the Administrative Agent in writing thereof and, if requested in writing by the Administrative Agent in its sole discretion, within 90 days after such request (as such time period may be extended by the Administrative Agent in its sole discretion), cause to be delivered to the Administrative Agent a copy of such lease, and cause the respective landlord to provide (or, in the case of a landlord that is not a Loan Party or Affiliate thereof, use commercially reasonable efforts to cause such landlord to provide) to the Administrative Agent, estoppel letters, non-disturbance agreements and similar agreements, for such leased real property;
(vii) within sixty (60) days (as such time period may be extended by the Administrative Agent in its sole discretion) after such formation or acquisition upon the request of the 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 which an effective Uniform Commercial Code financing statement is on file the matters contained in the appropriate jurisdiction clauses (i), (iii), (iv) and which does not constitute deposit or securities accounts (vi) above, and as to which such other matters as the provisions above shall be applicable)Administrative Agent may reasonably request; 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 deem necessary in obtaining the full benefits of, or in perfecting and preserving the Liens of, such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)guaranties, pledges, assignments, Security Agreement Supplements, intellectual property security agreements and security agreements.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Construction Partners, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect Subsidiary that is a wholly-owned Material Domestic Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:expense (it being agreed and understood that any reference to any parent of a Subsidiary in this Section 6.12 shall not include any indirect or direct parent of the Borrower):
(ai) at within 30 days after such formation or acquisition (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent shall agree in Section 7.01(eits sole discretion), 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, substantially in the form attached to the Guaranty or otherwise in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at except during any Collateral Suspension Period, within 15 days after such formation or acquisition (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent shall agree in Section 7.01(eits sole discretion), furnish to the Administrative Agent a description of the personal properties any Material Real Property of such Subsidiary or such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at except during any Collateral Suspension Period, within 45 days after such formation or acquisition (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent shall agree in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, as specified by trust deeds, deeds to secure debt and mortgages in respect of any Material Real Property of such Subsidiary and Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent (or in substantially the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests and Pledged Debt in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)4.01(a)(v) of the Original Credit Agreement, in each case constituting Collateral), andsecuring payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(div) at except during any Collateral Suspension Period, within 60 days after such formation or acquisition (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent shall agree in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any all reasonable actions required under the Security Agreement (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by the Administrative Agent necessary 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 Supplemental Collateral Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters (A) contained in clause (i) above if such formation or acquisition occurs during a Collateral Suspension Period and (B) contained in clauses (i), (iii) and (iv) above if such formation or acquisition does not occur during a Collateral Suspension Period, and, in each case, as to such other matters as the Administrative Agent may reasonably request, and
(vi) except during any Collateral Suspension Period, as promptly as practicable after such formation or acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent, with respect to after-acquired property each Material Real Property that is owned or held by the entity that is the subject of such formation or acquisition, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, in the case of surveys and engineering, soils, environmental and other reports, which report is in possession or control of a Loan Party, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Except during any Collateral Suspension Period, upon the acquisition of any property (which, in the case of any real property, shall be limited to Material Real Property) of the type not excluded from the definition of “Collateral” by any Loan Party, and if such property, in the reasonable judgment of the Administrative Agent (to the extent such property is material), shall not already be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, upon the reasonable request of the Administrative Agent, at the Borrower’s expense:
(i) within 15 days after such acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), furnish to which an effective the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within 45 days after such acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, mortgage modifications, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 60 days after such acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), cause the applicable Loan Party to take all reasonable actions (including the recording of mortgages, the filing of Uniform Commercial Code financing statement is statements, the giving of notices and the endorsement of notices on file title documents) as may be necessary to vest in the appropriate jurisdiction Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within 60 days after such acquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a Material Real Property (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent, with respect to such real property, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, in the case of surveys and engineering, soils, environmental and other reports, which does report is in possession or control of a Loan Party, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) Except during any Collateral Suspension Period, upon the reasonable request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 15 days after such request (or such longer period as the Administrative Agent shall agree in its sole discretion), furnish to the Administrative Agent a description of the material real and personal properties of the Loan Parties in detail reasonably satisfactory to the Administrative Agent,
(ii) within 45 days after such request (or such longer period as the Administrative Agent shall agree in its sole discretion), duly execute and deliver, and cause each other Loan Party and each Material Domestic Subsidiary of the Borrower (if it has not constitute deposit already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or securities accounts otherwise in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary , and other instruments of the type specified in Section 4.01(a)(v) of the Original Credit Agreement, in each case constituting Collateral), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 60 days after such request (or such longer period as the Administrative Agent shall agree in its sole discretion), take, and cause each Loan Party and each Material Domestic Subsidiary of the Borrower to take, all reasonable actions (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(iv) within 60 days after such request (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after such request (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent with respect to each Material Real Property that is owned or held by any Loan Party, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, in the case of surveys and engineering, soils, environmental and other reports, which report is in possession or control of a Loan Party, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(d) Except during any Collateral Suspension Period, at any time upon reasonable request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.
(e) Notwithstanding anything to the contrary in this Section, neither the Borrower nor any of its Subsidiaries shall be required to execute or deliver any instrument or document or take any action with respect to any property or asset (i) that is excluded from the definition of Collateral pursuant to the terms of the Security Agreement or (ii) as to which the provisions above shall be applicable), Administrative Agent and the Borrower reasonably determine in writing that the costs of taking such Loan Party may satisfy action are excessive in relation to the requirements of this Section 7.10 at benefit to the time of delivery Lenders of the next certificate required pursuant security to Section 7.01(b)be afforded thereby.
Appears in 1 contract
Samples: Credit Agreement (MSCI Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) property by any Loan Party, (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 and such property, in the reasonable judgment of the Administrative Second Lien Collateral Agent, shall not already be subject to a perfected first second priority security interest in favor of the Administrative Second Lien Collateral Agent for the benefit of the Second Lien Secured Parties or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company shall, in each case at the CompanyBorrower’s expense:
(ai) at within 30 days after such acquisition of property by any Loan Party (or such longer period as may be necessary to create the time of delivery of the compliance certificate set forth in Section 7.01(eLiens required hereby), duly execute and deliver, and cause such Subsidiary (if it has not already done so), each Loan Party to duly execute and deliver deliver, to the Administrative Second Lien Collateral Agent a guaranty or guaranty supplementsuch additional mortgages, in form pledges, assignments, security agreement supplements, intellectual property security agreement supplements and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documents, other security agreements as specified by by, and in form and substance reasonably satisfactory to the Administrative Agent Second Lien Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such properties;
(ii) within 30 days after such acquisition (or in substantially such longer period as may be necessary to create the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign SubsidiaryLiens required hereby), take, and other instruments cause each Loan Party to take, whatever action (including, without limitation, the recording of the type specified in Section 5.01(a)(iii))mortgages, and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by necessary or advisable in the Administrative reasonable opinion of the Second Lien Collateral Agent to vest in the Administrative Second Lien Collateral Agent (or in any representative of the Administrative Second Lien Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Supplemental Collateral Documents mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 7.10; provided5.01(j), that enforceable against all third parties in accordance with their terms;
(iii) within 60 days after such acquisition, deliver to the Second Lien Collateral Agent, upon the request of the Second Lien Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Second Lien Collateral Agent and the other Second Lien Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Second Lien Collateral Agent as to (1) the matters contained in clause (i) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (ii) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Second Lien Collateral Agent may reasonably request;
(iv) as promptly as practicable after such acquisition, deliver, upon the reasonable request of the Second Lien Collateral Agent, to the Second Lien Collateral Agent with respect to after-each newly acquired parcel of real property of owned or held by each Loan Party and each newly acquired or newly formed Subsidiary title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Second Lien Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Second Lien Collateral Agent; and
(v) subject to the terms of the Intercreditor Agreement, at any time and from time to time, promptly execute and deliver, and cause each Loan Party to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party to take, all such other action as to which an effective Uniform Commercial Code financing statement is on file the Second Lien Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements, including, without limitation, in the appropriate jurisdiction and which does not constitute deposit case of any newly formed Subsidiary incorporated in England or securities accounts (as to which Wales, completing the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery financial assistance whitewash procedures under Sections 155-158 of the next certificate required pursuant Companies Act to enable such Subsidiary to enter into any documents contemplated by this Agreement, including those requirements specifically set out in Section 7.01(b3.01(a)(iv).
Appears in 1 contract
Samples: Second Lien Credit Agreement (U S Energy Systems Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan PartyParty after the Closing Date, other than any direct or indirect Subsidiary directly involved in the ownership, operation or maintenance of the Augusta Project or the Ironton Project for so long as the following is prohibited by the terms of any indenture, lease, loan, credit or similar agreement for the Augusta Project or the Ironton Project, at the Borrower’s expense:
(yi) within 30 days after such formation or acquisition (or such longer period of time as the Administrative Agent may agree to in its sole discretion), cause such Subsidiary to become a Guarantor hereunder by executing a Joinder Agreement, provided, however, no Foreign Subsidiary shall be required to become a Guarantor to the extent such Guaranty would result in a material adverse tax consequence for the Borrower;
(ii) within 30 days after such formation or acquisition (or such longer period of time as the Administrative Agent may agree to in its sole discretion), cause such Subsidiary to furnish to the Administrative Agent and the Security Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent and Security Agent; and
(iii) within 30 days after such formation or acquisition (or such longer period of time as the Administrative Agent may agree to in its sole discretion), cause such Subsidiary to deliver substantially the same documentation required pursuant to Sections 4.01(b) – (e) and 4.01(h) and such other documents or agreements as the Administrative Agent and the Security Agent may reasonably request, including without limitation, updated Schedules 5.12, 5.20(a), and 5.20(b).
(b) Upon the acquisition of any property not constituting an by the Borrower (other than Excluded Asset by any Loan Party Property (including Equity Interests as defined in a first-tier Foreign Subsidiary) the Security Agreement)), if such property, in the reasonable judgment of the Administrative Security Agent, shall not already be subject to a perfected first priority security interest (subject to Permitted Liens) in favor of the Administrative Security Agent for the benefit of the Secured Parties or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shallParties, at the CompanyBorrower’s expense:
(ai) at within 10 days after such acquisition (or such longer period of time as the time of delivery Security Agent may agree to in its sole discretion), furnish to the Security Agent a description of the compliance certificate set forth property so acquired in Section 7.01(edetail reasonably satisfactory to the Security Agent;
(ii) within 30 days after such acquisition (or such longer period of time as the Security Agent may agree to in its sole discretion), cause such Subsidiary (if it has not already done so), the Borrower to duly execute and deliver to the Administrative Security Agent a guaranty or guaranty supplementdeeds of trust, in form trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute other security and deliver to the Administrative Agent Supplemental Collateral Documentspledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent Security Agent, securing payment of all the Obligations under the Loan Documents and constituting Liens on all such properties;
(iii) within 30 days after such acquisition (or in substantially the form attached to such longer period of time as the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests Agent may agree to in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(eits sole discretion), cause such Subsidiary (if it has not already done so) the Borrower to take any actions required under whatever action (including, without limitation, the Security Agreement (including recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, and the giving of notices) as may be reasonably requested by necessary or 0000-0000-0000.13 advisable in the Administrative opinion of the Security Agent to vest in the Administrative Security Agent (or in any representative of the Administrative Security Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties;
(iv) within 30 days after such acquisition (or such longer period of time as the properties subject Security Agent may agree to in its sole discretion), deliver to the Supplemental Collateral Documents delivered pursuant Security Agent, upon the request of the Security Agent in its sole discretion, a signed copy of a favorable opinion, addressed to this Section 7.10the Security Agent and the other Secured Parties, of counsel for the Borrower acceptable to the Security Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Security Agent may reasonably request; providedand
(v) as promptly as practicable after such request, that deliver, upon the request of the Security Agent in its sole discretion, to the Security Agent with respect to after-acquired any 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 Security Agent, provided that to the extent that the Borrower 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 Security Agent.
(c) At any Loan Party time upon request of the Security Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as to which an effective Uniform Commercial Code financing statement is on file the Security Agent may deem necessary or desirable in obtaining the appropriate jurisdiction and which does not constitute deposit full benefits of, or securities accounts (as to which applicable) in perfecting and preserving the provisions above shall be applicable)Liens of, such Loan Party may satisfy the requirements guaranties, deeds of this Section 7.10 at the time trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of delivery of the next certificate required pursuant to Section 7.01(b)trust, and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than in each case an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:expense and within the time period specified (or such longer period as agreed by the Administrative Agent):
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the personal properties any Material Real Property of such Subsidiary or such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Agent, other than with respect to Excluded Property, Security Agreement Supplements, Collateral DocumentsDisclosure Schedule Supplements, IP Security Agreements and other security and pledge agreements (other than Mortgages), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (or in substantially consistent with the form attached to Collateral Documents delivered on the Security AgreementClosing Date, if applicable) (including delivery of all Pledged certificates, if any, representing the Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiaryother than Excluded Property), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring 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 constituting Collateral,
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 the properties Collateral purported to be subject to the Supplemental Collateral Documents Security Agreement Supplements, IP Security Agreements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with their terms,
(v) upon the reasonable request of the Administrative Agent in its reasonable discretion, within 30 days after such reasonable request therefor, deliver to the Administrative Agent a signed copy of a customary opinions, 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, and
(vi) if requested by the Administrative Agent or the Required Lenders, comply with the provisions of clause (b) below with respect to after-any Material Real Property owned by such new Subsidiary.
(b) Upon the acquisition of any material personal property or Material Real Property by any Loan Party, if such Material Real 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 relevant Loan Party shall, at the Borrower’s expense and within the time period specified (or such longer period as agreed by the Administrative Agent):
(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of such material personal property or Material Real Property so acquired property in detail reasonably satisfactory to the Administrative Agent,
(ii) within 90 days after request by the Administrative Agent or the Required Lenders, cause the applicable Loan Party (a) to, or in the case of leasehold mortgages that are Material Real Property, use commercially reasonable efforts to, duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages or leasehold deeds of trust, as applicable, with respect to Material Real Property, Collateral Disclosure Schedule Supplements, IP Security Agreements and other security and pledge agreements, in each case, 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, (b) to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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, subject to Liens permitted hereunder, and (c) deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to such Material Real Property title policies, any existing surveys and engineering, soils and other reports, environmental assessment reports, flood insurance policies, flood hazard determinations and any other reports requested, 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, with respect to such Material Real Property.
(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 to which an effective Uniform Commercial Code financing statement is on file the Administrative Agent may reasonably deem necessary in obtaining the appropriate jurisdiction and which does not constitute deposit full benefits of, or securities accounts (as to which applicable) in perfecting and preserving the provisions above shall be applicable)Liens of, such Loan Party may satisfy the requirements guaranties, deeds of this Section 7.10 at the time trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of delivery of the next certificate required pursuant to Section 7.01(b)trust, Security Agreement Supplements, IP Security Agreements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Green Mountain Coffee Roasters Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)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 such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentssuch security agreements and other security and pledge agreements, 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring 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 personal properties,
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents security agreements, intellectual property security agreements and other security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with respect their terms, and
(v) within 60 days after such formation or acquisition, deliver to after-acquired property 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), (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, 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 reasonably 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 such security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to which an effective 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 statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction 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 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,
(c) Upon the earlier to occur of (x) the Administrative Agent’s reasonable request therefor and (y) the occurrence of any Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such request or the occurrence of such Event of Default, 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 or the occurrence of such Event of Default, duly execute and deliver, and cause each Loan Party and each of their Subsidiaries (other than any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign 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, such security agreements, other security and pledge agreements, and, with respect to any domestic manufacturing facility of such Loan Party or Subsidiary, 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 and each such Subsidiary 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 or such Subsidiary without the landlord’s consent and which does consent has not constitute deposit been obtained by such Loan Party or securities accounts (as to which the provisions above shall be applicable)such Subsidiary after using its reasonable best efforts, such Loan Party or Such Subsidiary, as applicable 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 or the occurrence of such Event of Default, take, and cause each Loan Party and each of their Subsidiaries (other than any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign 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 satisfy be necessary or advisable in the requirements 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 7.10 at 6.12, enforceable against all third parties in accordance with their terms,
(iv) within 60 days after such request or the time occurrence of delivery such Event of Default, deliver to the Administrative Agent, upon the request of the next certificate required pursuant Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to Section 7.01(b)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 or the occurrence of such Event of Default, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of real property owned or held by the Borrower and its Subsidiaries, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise 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 reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, such security agreements, other security and pledge agreements, and, with respect to any domestic manufacturing facility, leasehold mortgages, and leasehold deeds of trust.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) if such propertyincluding, in without limitation, upon 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 or the acquisition formation of any Network Assets by any Excluded Subsidiary or (z) that is a Division successor), the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 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; provided, guaranteeing however, (x) no Subsidiary that is not a Domestic Subsidiary shall become a Guarantor if becoming a Guarantor would cause a material adverse tax consequence, and (y) no Subsidiary whose only assets constitute “Excluded Asset” (as such term is defined in the Company’s obligations under the Loan Documents,Security Agreement) shall become a Guarantor;
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 days after such formation or acquisition, (A) furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,Agent and (B) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a);
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral DocumentsSecurity Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative 151056736_7 Agent (or in substantially the form attached to the Security Agreement, if applicable) (including delivery of all Pledged certificates, if any, representing the Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(ix)), andsecuring 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 interests and personal properties;
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 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 any actions required under the Security Agreement whatever action (including the filing of UCC financing statements) as may be reasonably requested by 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 Supplemental Collateral Documents Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.106.12, enforceable against all third parties in accordance with their terms; providedand
(v) within 15 days after such formation or acquisition, that with respect deliver to after-acquired property the Administrative Agent, upon the request of any 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 Party Parties acceptable to the Administrative Agent as to which an effective Uniform Commercial Code financing statement is on file the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the appropriate jurisdiction Administrative Agent may reasonably request.
(b) At any time upon request of the Administrative Agent, promptly execute and which does not constitute deposit deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or securities accounts desirable in obtaining the full benefits of, or (as to which applicable) in perfecting and preserving the provisions above shall be applicable)Liens of, such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)guaranties, Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon At the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement (xsubject to the limitations set forth therein and in the Collateral Documents) continues to be satisfied, including, upon the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party (including Equity Interests in a first-tier Foreign or any Subsidiary ceasing to be an Excluded 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expense:
(a) at within five (5) days after such formation, acquisition, designation or occurrence or such longer period as the time of delivery Administrative Agent may agree in its reasonable discretion:
(i) cause each such Subsidiary that is required to become a Guarantor under the Collateral and Guarantee Requirement to furnish to the Administrative Agent a description of the compliance certificate set forth in Section 7.01(e), cause Material Real Properties owned by such Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(if it has not already done so), ii) cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementthe Collateral Agent (as appropriate) mortgages, in form pledges, assignments, the applicable Security Agreement Supplements, applicable Intellectual Property Security Agreement Supplements and substance reasonably satisfactory other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to mortgages and the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(eDIP L/C Guaranty), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail as reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documents, as specified requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the applicable Security Agreement and other Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) cause each such Subsidiary that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to deliver any and all certificates representing Equity Interests (only to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or in substantially any other documents customary under local Law) and instruments evidencing the form attached Indebtedness held by such Subsidiary and required to be pledged pursuant to the Security Agreement, if applicable) Collateral and Guarantee Requirement (including delivery the execution of all Pledged Equity Interests the Subordinated Intercompany Note), indorsed in blank to the Collateral Agent;
(iv) take and cause such Subsidiary and each direct or indirect parent of such Subsidiary (limited that is required to 66% of voting equity interests of any Foreign Subsidiary), become a Guarantor pursuant to the Collateral and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) Guarantee Requirement to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC financing statementsstatements and delivery of share and membership interest certificates, if any) as may be reasonably requested by necessary in the Administrative reasonable opinion of the Collateral Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and subsisting perfected Liens on required by the properties subject Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms; and
(v) deliver to the Supplemental Collateral Documents delivered Agent with respect to each Material Real Property, upon the Administrative Agent’s reasonable request, existing surveys, existing title reports, existing title insurance policies and existing environmental assessments. If any Lender determines, acting reasonably, that any applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from a Lien over real property pursuant to this Section 7.10any Law of the United States or any State thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided, that with respect to after-acquired property such determination or disclaimer shall not invalidate or render unenforceable such Lien for the benefit 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 other Lender or securities accounts (as to which the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)Secured Party.
Appears in 1 contract
Samples: Senior Secured Super Priority Debtor in Possession Credit Agreement
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary of Holdings (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, then the Borrowers shall, at the Borrowers’ expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary, along with all of its Subsidiaries that are not Excluded Subsidiaries, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in the form of Exhibit F-1, guaranteeing the other Loan Parties’ obligations under the Loan Documents; provided that if any such Subsidiary is a direct Subsidiary of Holdings (other than an Excluded Subsidiary), such Subsidiary shall become a Borrower under this Agreement pursuant to an assumption agreement reasonably acceptable to the Administrative Agent,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of each such Subsidiary, in reasonable detail,
(iii) within 15 days after such formation or acquisition, cause each such Subsidiary to duly execute and deliver to the Administrative Agent (x) if any such Person owns any Material Properties, deeds of trust, trust deeds, deeds to secure debt, and mortgages, and (y) Security Agreement Supplements, IP Security Agreement Supplements (only with respect to any U.S. registrations and applications for registration of IP Rights included in the Collateral and excluding any “intent to use” trademark or service mxxx applications) (including delivery of all Pledged Interests in and of each such Subsidiary, and other security and pledge agreements but not with respect to any Excluded Assets (as defined in the Security Agreement), securing payment of all the Obligations of each such Subsidiary under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within 30 days after such formation or acquisition, cause each such 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, 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(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 as to such 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 Property owned 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 Material Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property not constituting an Excluded Asset Material Property by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrowers shall, at the Company’s Borrowers’ expense:
(ai) at within 10 days after such acquisition, furnish to the time of delivery Administrative Agent a description of the compliance certificate set forth property so acquired in Section 7.01(e)detail reasonably satisfactory to the Administrative Agent,
(ii) within 15 days after such acquisition, cause such Subsidiary (if it has not already done so), the applicable Loan Party to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementdeeds of trust, trust deeds, deeds to secure debt, and mortgages in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing securing payment of all the Company’s obligations Obligations of the applicable Loan Party under the Loan DocumentsDocuments and constituting Liens on all such properties,
(biii) 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 reasonably acceptable to the Administrative Agent as to such matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, such real property title reports, environmental assessment reports, surveys, appraisals, flood zone certificates, evidence of compliance with zoning requirements and other reports and documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrowers shall, at the time of delivery of the compliance certificate set forth in Section 7.01(e)Borrowers’ expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or such newly-acquired property, the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such request, duly execute and deliver, and cause such Subsidiary each Loan Party (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements (but not with respect to any Excluded Assets (as defined in the Security Agreement)), 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 and Pledged Debt in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments security and pledge agreements, securing payment of all the Obligations of the type specified in Section 5.01(a)(iii)), andapplicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(diii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such request, take, and cause such Subsidiary (if it has not already done so) each Loan Party to take any actions required under the Security Agreement take, whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents 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 7.10; provided6.12, that 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 (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 after-acquired each parcel of real property of owned in fee by any Loan Party as or any Subsidiary, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to which an effective Uniform Commercial Code financing statement is on file in the appropriate jurisdiction and which does not constitute deposit Administrative Agent, provided, however, that to the extent that any Loan Party or securities accounts (as any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to which the provisions above shall be applicable)such real property, such Loan Party may satisfy items shall, promptly after the requirements of this Section 7.10 at receipt thereof, be delivered to the time of delivery of the next certificate required pursuant to Section 7.01(b)Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Novanta Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, excluding (x) any Foreign Subsidiary CFC or a any Subsidiary that is held directly or indirectly by a Foreign 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, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 20 days after such formation or acquisition (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may in Section 7.01(eits discretion approve), 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 Company’s other Loan Parties’ obligations under the Loan Documents,;
(bii) at subject in the time case of delivery of the compliance certificate set forth in Oil and Gas Properties to Section 7.01(e6.12(b), furnish to within 30 days after such formation or acquisition (or such longer period as the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, may in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(eits discretion approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds 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 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments required under the Security Agreement) securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided, however, that notwithstanding the foregoing, neither the Borrower nor any Subsidiary will be required to grant a security interest in the Equity Interest of any (i) CFC in excess of 66% of the type specified Equity Interest of such CFC, (ii) Immaterial Subsidiary or (iii) Unrestricted Subsidiary;
(iii) subject in the case of Oil and Gas Properties to Section 5.01(a)(iii)6.12(b), and
within 30 days after such formation or acquisition (d) at or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may in Section 7.01(eits discretion approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents 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 7.106.12, enforceable against all third parties in accordance with their terms; and
(iv) 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), (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) If the report or certificate delivered under Section 6.01(e) or Section 6.01(f) does not confirm that the Obligations are secured by first-priority Liens covering and encumbering at least 85% of the PV9 Pricing of the Proved Reserves, in each case, attributable to the Engineered Oil and Gas Properties (without taking into account any 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 (or supplements with respect thereto) in form and substance reasonably acceptable to the Administrative Agent, together with such other assignments, conveyances, amendments, agreements and other writings (each duly authorized and executed) and together with such certificates and opinions of counsel with respect thereto, in each case as the Administrative Agent shall deem necessary to grant, evidence and perfect the first-priority Liens on such additional properties required by this Section 6.12(b) and (ii) upon the request of the Administrative Agent, which request shall not be made more than once per calendar year so long as no Default, Event of Default or Borrowing Base Deficiency is then continuing, evidence of title reasonably satisfactory to the Administrative Agent with respect to such additional properties, but only to the extent necessary such that the Borrower shall have delivered evidence of title covering Engineered Oil and Gas Properties subject to the Mortgages comprising at least 70% 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 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), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b).this
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect new, wholly-owned owned, direct domestic Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(yi) within 30 days after such formation or acquisition, cause such Subsidiary, 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 or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause such Subsidiary 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 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)), 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 property and material real property, but only to the extent no third-party approvals are required, including, without limitation, consents required by any Gaming Board or under any Gaming Laws (provided, however, that the Borrower agrees to use its commercially reasonable efforts to obtain any such approvals),
(iv) within 30 days after such formation or acquisition, cause such 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, 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 but only to the extent no third-party approvals are required, including, without limitation, consents required by any Gaming Board or under any Gaming Laws (provided, however, that the Borrower agrees to use its commercially reasonable efforts to obtain any such approvals),
(v) within 60 days after such 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 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 reasonable 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 not constituting an Excluded Asset by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause within 30 days after 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 Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e)acquisition, furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-property so acquired property, in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such acquisition, cause such Subsidiary (if it has not already done so) the applicable Loan Party to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, as specified by and in form and substance reasonably satisfactory trust deeds, deeds to the Administrative Agent (or in substantially the form attached to the Security Agreementsecure debt, if applicable) (including delivery of all Pledged Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary)mortgages, and other instruments of the type specified in Section 5.01(a)(iii))leasehold mortgages, and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement (including the filing of UCC financing statements) as may be reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties subject to the Supplemental Collateral Documents delivered pursuant to this Section 7.10; 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), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b).leasehold deeds of
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary a CFC or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC) by any Loan PartyParty that is required to become a Guarantor, Grantor and, if applicable, Pledgor under Section 7.08, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 30 days (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may agree in Section 7.01(e)its reasonable discretion) after such formation or acquisition, cause such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty Guaranty Supplement;
(ii) within 30 days (or guaranty supplement, in form and substance reasonably satisfactory to such longer period as the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(bAgent may agree in its reasonable discretion) at the time of delivery of the compliance certificate set forth in Section 7.01(e)after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties property of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,;
(ciii) at within 45 days (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may agree in Section 7.01(e)its reasonable discretion) after such formation or acquisition, cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental supplemental 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 certificates representing Pledged Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and;
(div) at within 60 days (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may agree in Section 7.01(e)its reasonable discretion) after such formation or acquisition, cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement (including the recording of mortgages with respect to any Material Real Property so acquired, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties subject to the Supplemental supplemental Collateral Documents delivered pursuant to this Section 7.107.11; providedprovided that, for the avoidance of doubt, in the case of an entity that is a first-tier CFC, such pledge shall be limited to 66% of the capital stock of such CFC or, if as a result in a Change in Law there is an increase or decrease in the amount of capital stock of a CFC that may be pledged without being treated as an indirect pledge of such CFC’s assets, such percentage as provided by such Change in Law rounded down to the nearest whole number of percentage points; and
(v) within 60 days after such formation or acquisition in the case of any Material Real Property, deliver, (i) upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to after-acquired property each parcel of any Material Real Property owned by each Loan Party as or newly acquired or newly formed Subsidiary, the Mortgages, title reports and surveys, each in scope, form and substance reasonably satisfactory 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 Administrative Agent, (as ii) to which the provisions above shall be applicable)extent received by the Borrower, such to the Administrative Agent with respect to each parcel of Material Real Property owned by each Loan Party may satisfy or newly acquired or newly formed Subsidiary, engineering, soils and other reports, and environmental assessment reports and (iii) to the requirements of this Section 7.10 at Administrative Agent, all other items set forth on Schedule 7.16, each in scope, form and substance reasonably satisfactory to the time of delivery of the next certificate required pursuant to Section 7.01(b)Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (AMC Networks Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than any Excluded Subsidiary or an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth within 30 days after such formation or acquisition (or such later date as permitted by Administrative Agent in Section 7.01(eits sole discretion), cause 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth within 30 days after such formation or acquisition (or such later date as permitted by Administrative Agent in Section 7.01(eits sole discretion), furnish to the Administrative Agent a description of the personal real properties of such Subsidiary or such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at the time of delivery of the compliance certificate set forth within 60 days after such formation or acquisition (or such later date as permitted by Administrative Agent in Section 7.01(eits sole discretion), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt and/or mortgages for any Material Real Property, Account Control Agreements and Securities Account Control Agreements as required under the Security Agreement, Security Agreement Supplements, intellectual property security agreement supplements and other security and pledge agreements, 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)), andsecuring payment of all the Obligations of such Subsidiary under the Loan Documents and constituting Liens on all such owned real and personal properties, subject to Permitted Encumbrances, Liens permitted by the Loan Documents and other Liens acceptable to Administrative Agent (it being understood that no leasehold mortgages or deeds of trust need be granted with respect to any leased real property),
(div) at the time of delivery of the compliance certificate set forth within 30 days after such formation or acquisition (or such later date as permitted by Administrative Agent in Section 7.01(eits sole discretion), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or reasonably requested by 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 properties, subject to Permitted Encumbrances, Liens permitted under the Loan Documents and other Liens acceptable to the Administrative Agent, purported to be subject to the Supplemental Collateral Documents deeds of trust, trust deeds, deeds to secure debt and/or mortgages for any Material Real Property, Account Control Agreements and Securities Account Control Agreements as required under the Security Agreement, Security Agreement Supplements, intellectual property security agreement supplements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12,
(v) within 60 days after such formation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion), that 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 in form and substance reasonably satisfactory 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, in each case consistent with Section 4.01(a),
(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 after-acquired property any Material Real Property owned or held by the entity that is the subject of such formation or acquisition, title reports and other reports consistent with Schedule 4.01(a)(iv), 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. Upon any Subsidiary’s ceasing to be an Immaterial Subsidiary, the Borrower shall take and shall cause such Subsidiary to take each of the actions set forth in this clause (a) within the time periods set forth herein, measured from the date on which such Subsidiary ceased to be an Immaterial Subsidiary.
(b) Upon the acquisition of (x) any Material Real Property by any Loan Party or (y) any material personal property by any Loan Party, if such personal property shall not already be subject to a perfected Lien in favor of the Administrative Agent for the benefit of the Lenders, the relevant Loan Party shall give notice of such acquisition to the Administrative Agent and shall, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing such Loan Party’s Obligations and will take such actions as shall be reasonably necessary or reasonably requested by the Administrative Agent to which an effective Uniform Commercial Code financing statement grant and perfect or record such Lien.
(c) Notwithstanding the foregoing, (i) the Administrative Agent shall not take a security interest in or Lien, or require any of the items it is on file in the appropriate jurisdiction and which does not constitute deposit entitled to require or securities accounts (request pursuant to this Section 6.12 or other similar items with respect to those assets as to which the provisions above Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other similar Tax, title insurance or similar items) exceeds the practical benefit to the Secured Parties of the security afforded thereby, and (ii) Liens required to be granted pursuant to this Section 6.12, and actions required to be taken, including to perfect such Liens, shall be subject to exceptions and limitations consistent with those set forth in the Collateral Documents as in effect on the Closing Date (to the extent appropriate in the applicable jurisdiction).
(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 in obtaining the full benefits of, or (as applicable)) in perfecting and preserving the Liens of, such Loan Party may satisfy the requirements guaranties, deeds of this Section 7.10 at the time trust, trust deeds, deeds to secure debt, mortgages, leasehold deeds of delivery of the next certificate required trust, Security Agreement Supplements, intellectual property security agreement supplements and other security and pledge agreements entered into pursuant to Section 7.01(b)this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Polyone Corp)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(i) within 30 days after such formation or acquisition, cause such Subsidiary (other than an Unrestricted Subsidiary, any Foreign Excluded Subsidiary or a CFC), and cause each direct and indirect parent of such Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property not constituting other than 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (za CFC) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expense:
(a) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties (other than any Excluded Property) of such Subsidiary (other than an Excluded Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agenta CFC),
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 45 days after such formation or acquisition, cause (A) such Subsidiary (if it has not already done soother than an Excluded Subsidiary or a CFC) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages (but only with respect to owned real property with a fair market value in excess of $4,000,000), Joinder Agreements, intellectual property security agreement supplements and other security and pledge agreements, 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 Securities by such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii))) and (B) each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) to deliver all Pledged Securities of such Subsidiary (other than an Excluded Subsidiary) to the Administrative Agent, in each case, securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided that the direct or indirect parent of any CFC shall not be required to deliver Equity Interests of such CFC which represent more than 65% of the total voting power of all Equity Interests of such CFC,
(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 Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(db) Upon the acquisition of any real property with a fair market value in excess of $4,000,000 (but excluding any leasehold estate) by any Loan Party, if such real 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 time of delivery Borrower’s expense:
(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the compliance certificate set forth real property so acquired in Section 7.01(e)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, and mortgages, as specified by and in form and substance (but only with respect to real properties with a fair market value in excess of $4,000,000) 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 Subsidiary properties,
(if it has not already done soiii) within 45 days after such acquisition, cause the applicable Loan Party to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 the properties subject such property enforceable against all third parties, and
(iv) within 60 days after such acquisition, deliver to the Supplemental Collateral Documents delivered pursuant Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to this Section 7.10; providedthe Administrative Agent and the other Secured Parties, that with respect of counsel for the Loan Parties reasonably acceptable to after-acquired property of any Loan Party the Administrative Agent as to which an effective Uniform Commercial Code financing statement is on file the matters contained in clauses (ii) and (iii) above, and as to such other matters as the appropriate jurisdiction Administrative Agent may reasonably request.
(c) At any time upon the reasonable request of the Administrative Agent, promptly execute and which does not constitute deposit deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary in obtaining the full benefits of, or securities accounts (as to which applicable) in perfecting and preserving the provisions above shall be applicable)Liens of, such Loan Party may satisfy guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, Joinder Agreements, intellectual property security agreement supplements and other security and pledge agreements; provided that notwithstanding the foregoing, the preceding requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant 6.12 shall not apply to Section 7.01(b)any Excluded Property.
Appears in 1 contract
Samples: First Lien Credit Agreement (RiskMetrics Group Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary of Holdings (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, then the Borrowers shall, at the Borrowers’ expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary, along with all of its Subsidiaries that are not Excluded Subsidiaries, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in the form of Exhibit F-1, guaranteeing the other Loan Parties’ obligations under the Loan Documents; provided that if any such Subsidiary is a direct Subsidiary of Holdings (other than an Excluded Subsidiary), such Subsidiary shall become a Borrower under this Agreement pursuant to an assumption agreement reasonably acceptable to the Administrative Agent,
(ii) within 10 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of each such Subsidiary, in reasonable detail,
(iii) within 15 days after such formation or acquisition, cause each such Subsidiary to duly execute and deliver to the Administrative Agent (x) if any such Person owns any Material Properties, deeds of trust, trust deeds, deeds to secure debt, and mortgages, and (y) Security Agreement Supplements, IP Security Agreement Supplements (only with respect to any U.S. registrations and applications for registration of IP Rights included in the Collateral and excluding any “intent to use” trademark or service xxxx applications) (including delivery of all Pledged Interests in and of each such Subsidiary, and other security and pledge agreements, securing payment of all the Obligations of each such Subsidiary under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within 30 days after such formation or acquisition, cause each such 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, 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(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 such 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 Property owned 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 Material Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property not constituting an Excluded Asset Material Property by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrowers shall, at the Company’s Borrowers’ expense:
(ai) at within 10 days after such acquisition, furnish to the time of delivery Administrative Agent a description of the compliance certificate set forth property so acquired in Section 7.01(e)detail reasonably satisfactory to the Administrative Agent,
(ii) within 15 days after such acquisition, cause such Subsidiary (if it has not already done so), the applicable Loan Party to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementdeeds of trust, trust deeds, deeds to secure debt, and mortgages in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing securing payment of all the Company’s obligations Obligations of the applicable Loan Party under the Loan DocumentsDocuments and constituting Liens on all such properties,
(biii) 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 such matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, such real property title reports, environmental assessment reports, surveys, appraisals, flood zone certificates, evidence of compliance with zoning requirements and other reports and documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrowers shall, at the time of delivery of the compliance certificate set forth in Section 7.01(e)Borrowers’ expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or such newly-acquired property, the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such request, duly execute and deliver, and cause such Subsidiary each Loan Party (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements (but not with respect to any Excluded Assets (as defined in the Security Agreement)), 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 and Pledged Debt in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments security and pledge agreements, securing payment of all the Obligations of the type specified in Section 5.01(a)(iii)), andapplicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(diii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such request, take, and cause such Subsidiary (if it has not already done so) each Loan Party to take any actions required under the Security Agreement take, whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents 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 7.10; provided6.12, that 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 after-acquired each parcel of real property of owned in fee by any Loan Party as or any Subsidiary, title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to which an effective Uniform Commercial Code financing statement is on file in the appropriate jurisdiction and which does not constitute deposit Administrative Agent, provided, however, that to the extent that any Loan Party or securities accounts (as any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to which the provisions above shall be applicable)such real property, such Loan Party may satisfy items shall, promptly after the requirements of this Section 7.10 at receipt thereof, be delivered to the time of delivery of the next certificate required pursuant to Section 7.01(b)Administrative Agent.
Appears in 1 contract
Samples: Amendment Agreement (Gsi Group Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Approved Captive Insurance Subsidiary, any Foreign not-for-profit entity, any Subsidiary of the Borrower that is a CFC or any Subsidiary of the Borrower that is held by a Subsidiary that is held directly a CFC) by any Loan Party (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, at the Borrower’s expense:
(i) within 30 days after such formation or indirectly acquisition, cause such Subsidiary to duly execute and deliver to the Administrative Agent a joinder to the Guaranty,
(ii) within 30 days after such formation or acquisition, furnish to the Administrative Agent a Perfection Certificate Supplement with respect to such Subsidiary including a description of the Material Owned Real Property and registered U.S. patents, trademarks, and copyrights of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition, cause the equity interests in such Subsidiary to be pledged to the Administrative Agent to the extent required by the Security Agreement and cause such Subsidiary to duly execute and deliver to the Administrative Agent Security Agreement Supplements and IP Security Agreement Supplements (including delivery of all Pledged Securities in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)),
(iv) within 30 days after such formation or acquisition, cause such Subsidiary and each direct parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements and the endorsement of notices on title documents) as 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 first priority Liens on the properties purported to be subject to the Security Agreement Supplements and IP Security Agreement Supplements 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), but subject to the Liens permitted by Section 7.01,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a Foreign Subsidiarysigned 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 customary matters as the Administrative Agent may reasonably request, and
(vi) within 90 days after such formation or acquisition, deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent with respect to each Material Owned Real Property, Mortgages, Mortgage Policies, either a new ALTA survey or an existing survey together with a no-change affidavit sufficient for the title company to remove the standard survey exceptions and issue the survey related endorsements, opinions, life of loan flood hazard determinations and such other customary documentation as reasonably required by the Administrative Agent, each in scope, form and substance reasonably satisfactory to the Administrative Agent.
(b) Upon the acquisition of any Material Owned Real Property or any other material property by any Loan Party, (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 (subject to Liens permitted under Section 7.01 and excluding any property that is Excluded Accounts or Excluded Property under and as defined in the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiarySecurity Agreement), then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause within 30 days after 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 Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e)acquisition, furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-property so acquired property, in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such acquisition, cause such Subsidiary (if it has not already done so) the applicable Loan Party to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsa Security Agreement Supplement and/or IP Security Agreement Supplement and other agreements required by the Security Agreement, 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), andAgent,
(diii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such acquisition, cause such Subsidiary (if it has not already done so) the applicable Loan Party to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statementsstatements and the endorsement of notices on title documents) as may be reasonably requested by 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 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), but subject to the Supplemental Collateral Documents delivered pursuant Liens permitted by Section 7.01,
(iv) within 60 days after such acquisition, deliver to this Section 7.10; providedthe Administrative Agent, that upon the reasonable request of 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 customary matters as the Administrative Agent may reasonably request, and
(v) within 90 days after any acquisition of a Material Owned Real Property, deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent with respect to aftereach Material Owned Real Property, a Mortgage, Mortgage Policies, either a new ALTA survey or an existing survey together with a no-acquired property change affidavit sufficient for the title company to remove the standard survey exceptions and issue the survey related endorsements, opinions, life of loan flood hazard determinations and any and such other customary documentation as reasonably required by the Administrative Agent, each in scope, form and substance reasonably satisfactory to the Administrative Agent.
(c) The Administrative Agent may extend any of the deadlines set forth above in its reasonable discretion, if the Borrower is using commercially reasonable efforts to comply.
(d) [Reserved].
(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 Loan Party 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 to which the Administrative Agent may reasonably request. Upon receipt of such notice, the Administrative Agent may designate such Subsidiary as 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), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)Approved Captive Insurance Subsidiary.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(i) within 30 days after such formation or acquisition, cause such Subsidiary (other than an Unrestricted Subsidiary, any Foreign Excluded Subsidiary or a CFC); and cause each direct and indirect parent of such Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property not constituting other than 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (za CFC) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expense:
(a) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties (other than any Excluded Property) of such Subsidiary (other than an Excluded Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agenta CFC),
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 45 days after such formation or acquisition, cause (A) such Subsidiary (if it has not already done soother than an Excluded Subsidiary or a CFC) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages (but only with respect to owned real property with a fair market value in excess of $4,000,000), Joinder Agreements, intellectual property security agreement supplements and other security and pledge agreements, 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 Securities by such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01 (a)(iii))) and (B) each direct and indirect parent of such Subsidiary (other than an Excluded Subsidiary) to deliver all Pledged Securities of such Subsidiary (other than an Excluded Subsidiary) to the Administrative Agent, in each case, securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided that the direct or indirect parent of any CFC shall not be required to deliver Equity Interests of such CFC which represent more than 65% of the total voting power of all Equity Interests of such CFC,
(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 Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(db) Upon the acquisition of any real property with a fair market value in excess of $4,000,000 (but excluding any leasehold estate) by any Loan Party, if such real property, in the judgment of the Administrative Agent, shall not already be subject to a perfected second priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties, then the Borrower shall, at the time of delivery Borrower’s expense:
(i) within 30 days after such acquisition, furnish to the Administrative Agent a description of the compliance certificate set forth real property so acquired in Section 7.01(e)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, and mortgages, as specified by and in form and substance (but only with respect to real properties with a fair market value in excess of $4,000,000) 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 Subsidiary properties,
(if it has not already done soiii) within (4)(5) days after such acquisition, cause the applicable Loan Party to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 the properties subject such property enforceable against all third parties, and
(iv) within 60 days after such acquisition, deliver to the Supplemental Collateral Documents delivered pursuant Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to this Section 7.10; providedthe Administrative Agent and the other Secured Parties, that with respect of counsel for the Loan Parties reasonably acceptable to after-acquired property of any Loan Party the Administrative Agent as to which an effective Uniform Commercial Code financing statement is on file the matters contained in clauses (ii) and (iii) above, and as to such other matters as the appropriate jurisdiction Administrative Agent may reasonably request.
(c) At any time upon the reasonable request of the Administrative Agent, promptly execute and which does not constitute deposit deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem reasonably necessary in obtaining the full benefits of, or securities accounts (as to which applicable) in perfecting and preserving the provisions above shall be applicable)Liens of, such Loan Party may satisfy guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, Joinder Agreements, intellectual property security agreement supplements and other security and pledge agreements; provided that notwithstanding the foregoing, the preceding requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant 6.12 shall not apply to Section 7.01(b)any Excluded Property.
Appears in 1 contract
Samples: Second Lien Credit Agreement (RiskMetrics Group Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)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 such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentssuch security agreements and other security and pledge agreements, 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring 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 personal properties,
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents security agreements, intellectual property security agreements and other security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with respect their terms, and
(v) within 60 days after such formation or acquisition, deliver to after-acquired property 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), (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, 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 reasonably 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 such security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to which an effective 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 statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction 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 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,
(c) Upon the earlier to occur of (x) the Administrative Agent’s reasonable request therefor and (y) the occurrence of any Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such request or the occurrence of such Event of Default, 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 or the occurrence of such Event of Default, duly execute and deliver, and cause each Loan Party and each of their Subsidiaries (other than any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign 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, such security agreements, other security and pledge agreements, and, with respect to any domestic manufacturing facility of such Loan Party or Subsidiary, 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 and each such Subsidiary 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 or such Subsidiary without the landlord’s consent and which does consent has not constitute deposit been obtained by such Loan Party or securities accounts (as to which the provisions above shall be applicable)such Subsidiary after using its reasonable best efforts, such Loan Party or Such Subsidiary, as applicable 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 or the occurrence of such Event of Default, take, and cause each Loan Party and each of their Subsidiaries (other than any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign 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 satisfy be necessary or advisable in the requirements 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 7.10 at 6.12, enforceable against all third parties in accordance with their terms, (iv) within 60 days after such request or the time occurrence of delivery such Event of Default, deliver to the Administrative Agent, upon the request of the next certificate required pursuant Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to Section 7.01(b).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
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the Company’s Borrower's expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)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, supplement guaranteeing the Company’s other Loan Parties' obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e)Documents on terms consistent with Article 10 hereof, furnish to the Administrative Agent a description of the personal properties of with such Subsidiary or such newly-acquired property, in detail changes thereto as may be reasonably satisfactory acceptable to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documents, as specified Pledge Agreement Supplements and take all other actions required to be taken by and in form and substance reasonably satisfactory a grantor pursuant to the Administrative Agent (or in substantially the form attached to the Security Agreement, if applicable) Pledge Agreement (including delivery of all Pledged certificates, if any, representing the Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and other instruments constituting Liens on all Collateral of the type specified in Section 5.01(a)(iii)), andsuch Subsidiary or such parent,
(diii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements) as may be reasonably requested by 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 Supplemental Collateral Documents Pledge Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.10; providedSection 6.12, that enforceable against all third parties in accordance with their terms,
(iv) within 30 days after such formation or 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,
(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, Pledge Agreement Supplements and other security and pledge agreements, and
(c) With respect to after-acquired property of any Indebtedness owed by a Subsidiary that is not a Loan Party as to which an effective Uniform Commercial Code financing statement a Loan Party, including any loan or advance or any intercompany receivable, having a term in excess of, or that is on file in outstanding for more than, 364 days, take all actions required to ensure that such Indebtedness or intercompany receivable is evidenced by the appropriate jurisdiction Intercompany Note and which does not constitute deposit or securities accounts (as pledged to which the provisions above shall be applicable), such Loan Party may satisfy Administrative Agent pursuant to the requirements of this Section 7.10 at Pledge Agreement for the time of delivery benefit of the next certificate required pursuant to Section 7.01(b)Secured Parties.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation formation, creation or acquisition of any new direct or indirect wholly-owned Subsidiary by any Loan Party after the Amendment Effective Date, then Borrower shall, at Borrower’s expense:
(i) notify Administrative Agent of such formation, creation or acquisition; and
(ii) within thirty (30) days after such formation, creation or acquisition:
(A) if such Subsidiary is a direct Subsidiary of the Borrower, execute and deliver to Administrative Agent a supplement to the Borrower Pledge Agreement covering the Equity Interests of such Subsidiary, which supplement shall be in form and substance reasonably satisfactory to Administrative Agent;
(B) deliver or cause to be delivered to Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party;
(C) cause such Subsidiary, and cause each direct and indirect parent of such Subsidiary, to duly execute and deliver to Administrative Agent a guaranty agreement, pledge agreement, intellectual property security agreement, a supplemental agreement, a Perfection Certificate and/or any other Collateral Document as specified by, and in form and substance reasonably satisfactory to, Administrative Agent;
(D) take or cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of Uniform Commercial Code financing statements (or comparable documents or instruments under other than an Unrestricted applicable Law), the filings of notices or other instruments with patent, copyright and/or trademark offices, and the delivery of certificates evidencing stock and membership or other ownership interests) as may be necessary or advisable in the reasonably opinion of Administrative Agent to vest in Administrative Agent (or in any representative of Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the applicable Collateral Documents, enforceable against all third parties in accordance with their terms; and
(E) deliver to Administrative Agent (1) a signed copy of a customary, favorable opinion, addressed to Administrative Agent and the other Secured Parties, of counsel for Borrower acceptable to Administrative Agent as to the matters contained in clauses (A), (B), (C) and (D) above, and as to such other matters as Administrative Agent may reasonably request; (2) the Organization Documents of such Subsidiary; and (3) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Subsidiary is to be a party.
(b) Upon the acquisition of any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) property by any Loan Party, (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, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrower shall, at the CompanyBorrower’s expense:
, (ai) at notify Administrative Agent of such acquisition and (ii), if requested by Administrative Agent or the time of delivery of the compliance certificate set forth in Section 7.01(e)Required Lenders, cause such Subsidiary (if it has not already done so)property to be subjected to a Lien securing such Loan Party’s Obligations and will take, or cause the relevant Loan Party to duly execute and deliver to the Administrative Agent a guaranty take, such actions as shall be necessary or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement (including the filing of UCC financing statements) as may be reasonably requested by the Administrative Agent to vest grant and perfect or record such Lien, including, as the case may be, the applicable actions referred to in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties subject to the Supplemental Collateral Documents delivered pursuant to this Section 7.10; 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), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b6.13(a)(ii).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition or other designation of any new direct or indirect wholly-owned Material Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrowers shall, at the Company’s Borrowers’ expense:
(ai) at within the time of delivery of Collateral Delivery Period after such formation or acquisition (or such later date as the compliance certificate set forth in Section 7.01(e)Administrative Agent may agree) or designation, cause such Material Subsidiary, and cause each direct and indirect parent of such Material Subsidiary that is a Loan Party (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 AgentAgent and such Material Subsidiary, guaranteeing the Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at within the time of delivery of Collateral Delivery Period after such formation or acquisition or designation (or such later date as the compliance certificate set forth in Section 7.01(eAdministrative Agent may agree), furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or such newly-acquired propertyMaterial Subsidiary, in detail reasonably satisfactory to the Administrative Agent,, AmericasActive:16021031.13
(ciii) at within the time of delivery of Collateral Delivery Period after such formation or acquisition or designation (or such later date as the compliance certificate set forth in Section 7.01(eAdministrative Agent may agree), cause such Material Subsidiary and each direct and indirect parent of such Material Subsidiary that is a Loan Party (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, Perfection Certificate, IP Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (or in substantially the form attached to the Security Agreement, if applicable) (including delivery of all Pledged certificates, if any, representing the Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of such Material Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties constituting Collateral (other, for the avoidance of doubt, real property that does not constitute Material Real Property or Excluded Assets),
(div) at within the time of delivery of Collateral Delivery Period after such formation or acquisition or designation (or such later date as the compliance certificate set forth in Section 7.01(eAdministrative Agent may agree), cause such Material Subsidiary and each direct and indirect parent of such Material Subsidiary that is a Loan Party (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreements and security and pledge agreements delivered pursuant to this Section 7.106.12, enforceable against all third parties in accordance with their terms,
(v) within sixty (60) days after such formation or acquisition or designation (or such later date as the Administrative Agent may agree), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion at least fifteen (15) days prior thereto, 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; providedprovided that the Administrative Agent shall not require counsel for the Loan Parties to provide a legal opinion in any jurisdiction where it is uncustomary to do so, that and
(vi) as promptly as practicable after such formation or acquisition or designation, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to after-acquired property each parcel of Material Real Property located in the United States and owned by the entity that is the subject of such formation or acquisition title policies, surveys and engineering, soils and other reports, and existing environmental assessment reports and flood certification documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the AmericasActive:16021031.13 foregoing items with respect to such Material 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 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 Permitted Liens and agreed carve-outs), then the Borrowers shall, at the Borrowers’ expense:
(i) within the Collateral Delivery Period after such acquisition (or such later date as the Administrative Agent may agree), furnish to which an effective Uniform Commercial Code financing statement is the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii) within the Collateral Delivery Period after such acquisition (or such later date as the Administrative Agent may agree), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreement supplements and other security and pledge agreements (including instruments of the type specified in Section 4.01(a)(iii)), 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 file in all such properties constituting Collateral (other, for the appropriate jurisdiction and which avoidance of doubt, real property that does not constitute deposit Material Real Property or securities accounts Excluded Assets),
(iii) within the Collateral Delivery Period after such acquisition (or such later date as the Administrative Agent may agree), cause the applicable Loan Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the 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 sixty (60) days after such acquisition (or such later date as the Administrative Agent may agree), 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; provided that the Administrative Agent shall not require counsel for the Loan Parties to provide a legal opinion in any jurisdiction where it is uncustomary to do so, 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 existing environmental assessment reports and flood certification documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries AmericasActive:16021031.13 shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action (including promptly completing any registration or stamping of documents as may be applicable) 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 which secure debt, mortgages, Security Agreement Supplements, IP Security Agreements and other security and pledge agreements.
(d) Notwithstanding the provisions above foregoing or anything else herein to the contrary, (i) if the Administrative Agent determines in its reasonable discretion that the cost to the Loan Parties of obtaining a security interest in the personal property of a Subsidiary is overly burdensome in relation to the benefit to the Secured Parties of obtaining such security interest, the Administrative Agent may consent to the delivery of a less onerous form of collateral, including but not limited to a pledge of the Equity Interests of such Subsidiary and (ii) no mortgages shall be applicable)required on any leasehold interests.
(e) Notwithstanding the foregoing or any Loan Agreement to the contrary, (1) no direct or indirect Subsidiary of any Borrower shall be required to become a Guarantor or grant Liens on its assets if (i) such Loan Party may satisfy Subsidiary is prohibited from guaranteeing the requirements of this Section 7.10 Obligations (x) by applicable law, rule regulation or by any contractual obligation (to the extent not created for such purpose) existing on the Restatement Date or (y) by applicable law, rule, regulation or by any contractual obligation (to the extent not created for such purpose) existing at the time of delivery acquisition of such Subsidiary after the Restatement Date, for so long as such prohibition exists or (ii) such Subsidiary which would require governmental or regulatory consent, approval, license or authorization to provide a guarantee, unless such consent, approval, license or authorization has been received; (2) neither a CFC nor a CFC Holdco shall be required to be a Guarantor of any Obligations of a U.S. Loan Party; (3) the security for the Obligations of the next certificate required pursuant U.S. Loan Parties shall include 65% of the voting Equity Interests (and 100% of the non-voting Equity Interests) of each first-tier CFC and each CFC Holdco (and Equity Interests of any CFC or CFC Holdco in excess of the foregoing shall not secure the Obligations); and (4) none of the assets of any CFC or CFC Holdco shall be pledged as security for payment of the Obligations of the U.S. Loan Parties.
(f) Notwithstanding anything contained in this Agreement to Section 7.01(b)the contrary, no Mortgage shall be executed and delivered with respect to any real property unless and until each Lender has received, at least twenty (20) days in advance of execution and delivery, a life of loan flood zone determination and such other documents as it may reasonably request to complete its flood insurance due diligence and has confirmed to the Administrative Agent that flood insurance due diligence and flood insurance compliance has been completed to its satisfaction.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Excluded Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign any Immaterial Subsidiary) by any Loan PartyParty (which, (y) for the acquisition purpose of this paragraph, shall include any property not constituting Subsidiary that ceases to be an Immaterial Subsidiary or 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary), then the Company Parent shall, at the CompanyParent’s expense:expense (and in each case subject to the Foreign Security Principles):
(ai) at within 30 days after such formation or acquisition (or such longer period as may be agreed by the time of delivery Administrative Agent in its sole discretion), (A) deliver documents and certificates of the compliance certificate set forth type specified in clauses (ix) and (x) of Section 7.01(e)4.01(a) with respect to such Subsidiary and (B) 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at within 30 days after such formation or acquisition (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at within 45 days after such formation or acquisition (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, 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 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(v)), andsecuring payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(div) at (A) within 45 days after such formation or acquisition (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code and PPSA financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 personal properties purported to be subject to the Supplemental Collateral Documents Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.106.12, enforceable against all third parties in accordance with their terms, and (B) within 60 days after such formation or acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages) 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 real properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, and leasehold deeds of trust 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 (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 (including applicable foreign counsel in accordance with the Foreign Security Principles) 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) within 90 days after such formation or acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), deliver, upon the reasonable 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 prepared or customarily prepared in connection with such formations or acquisitions, 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 after-such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property constituting Collateral 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 in favor of the Administrative Agent for the benefit of the Secured Parties, then Parent shall, at Parent’s expense:
(i) within 30 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 45 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, 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) (A) within 45 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code and 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 of the Administrative Agent designated by it) valid and subsisting Liens on such personal property, enforceable against all third parties and (B) within 60 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause the applicable Loan Party to take whatever action (including the recording of mortgages) 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,
(iv) 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) fully paid title insurance with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent insuring mortgages delivered pursuant to clause (iii) above 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 Liens acceptable to the Administrative Agent, 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 such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or desirable and (B) a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties (including applicable foreign counsel in accordance with the Foreign Security Principles) 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) within 90 days after any acquisition of real property (other any real property with a fair market value of less than $7,500,000) (or such longer period as may be agreed by the Administrative Agent in its sole discretion), 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 prepared or customarily prepared in connection with such acquisitions, 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 Parent shall, at the Parent’s expense:
(i) within 30 days after such request (or such longer period as may be agreed by the Administrative Agent in its sole discretion), furnish to which an effective 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 45 days after such request (or such longer period as may be agreed by the Administrative Agent in its sole discretion), duly execute and deliver, and cause each Loan Party (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements 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 under the Loan Documents and constituting Liens on all such properties,
(iii) (A) within 45 days after such request (or such longer period as may be agreed by the Administrative Agent in its sole discretion), take, and cause each Loan Party to take, whatever action (including the filing of Uniform Commercial Code and PPSA financing statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does not constitute deposit subsisting Liens on the personal 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, enforceable against all third parties in accordance with their terms, and (B) within 60 days after such request (or securities accounts such longer period as may be agreed by the Administrative Agent in its sole discretion), take, and cause each Loan Party of the Parent to take, whatever action (including the recording of mortgages) 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 real 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 (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 (including any applicable foreign counsel) acceptable to the Administrative Agent as to which the provisions above shall be applicable)matters contained in clauses (ii) and (iii) above, and as to such Loan Party other matters as the Administrative Agent may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b).request, and
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon At the Borrower’s expense, subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitation in any Collateral Document, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(xa) upon the formation or acquisition of any new direct or indirect wholly-wholly owned Material Domestic Subsidiary (in each case, other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign an Excluded Subsidiary) by any Loan Party, (y) the acquisition designation in accordance with Section 6.14 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 existing direct or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted indirect wholly owned Material Domestic Subsidiary as a Restricted Subsidiary (in each case, other than an Excluded Subsidiary) or any Subsidiary becoming a wholly owned Material Domestic Subsidiary (in each case, then other than an Excluded Subsidiary):
(i) within forty-five (45) days (or such greater number of days specified below) after such formation, acquisition or designation or, in each case, such longer period as the Company shall, at the Company’s expenseAdministrative Agent may agree in its reasonable discretion:
(aA) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause each such Material 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 reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of Material Real Properties owned by such Material Domestic Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,;
(cB) at within forty-five (45) days (or within ninety (90) days in the time case of delivery of the compliance certificate set forth documents listed in Section 7.01(e6.13(b)) after such formation, acquisition or designation, cause each such Material Domestic Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Agent, Mortgages with respect to any Material Real Property, Security Agreement Supplements, Intellectual Property Security Agreements and other security agreements and documents (including, with respect to Mortgages, the documents listed in Section 6.13(b)), required by the Collateral Documents, Documents or as specified reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent (or in substantially the form attached to consistent with the Security Agreement, if applicableIntellectual Property Security Agreements and other Collateral Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(C) (including delivery of cause each such Material Domestic Subsidiary to deliver any and all Pledged certificates representing Equity Interests in (to the extent certificated) that are required to be pledged pursuant to the Collateral and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary)Guarantee Requirement, and accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the type specified Indebtedness held by such Material Domestic Subsidiary and required to be pledged pursuant to the Collateral Documents, indorsed in Section 5.01(a)(iii)), blank to the Administrative Agent; and
(dD) at within forty-five (45) days (or within ninety (90) days in the time case of delivery of the compliance certificate set forth documents listed in Section 7.01(e6.13(b)) after such formation, acquisition or designation, take and cause the applicable Material Domestic Subsidiary and each direct or indirect parent of such applicable Material Domestic Subsidiary (if it has not already done so) that is required to become a Guarantor pursuant to the Collateral and Guarantee Requirement to take any actions required under the Security Agreement whatever action (including the recording of Mortgages, the filing of UCC Uniform Commercial Code financing statementsstatements and delivery of stock and membership interest certificates to the extent certificated) as may be reasonably requested by required pursuant to the terms of the Collateral Documents or as necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties subject perfected (to the Supplemental extent required by the Collateral Documents delivered pursuant Documents) Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(ii) within forty-five (45) days (or within ninety (90) days in the case of documents listed in Section 6.13(b)) after the request therefor by the Administrative Agent (or such longer period as the Administrative Agent may agree in its reasonable discretion), deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 7.106.11(a) as the Administrative Agent may reasonably request; providedand
(i) the Borrower shall obtain the security interests and Guarantees set forth on Schedule 1.01A on or prior to the dates corresponding to such security interests and Guarantees set forth on Schedule 1.01A; and
(ii) after the Closing Date, that with respect to after-acquired property promptly after the acquisition of any Material Real Property by any Loan Party other than Holdings, and such Material Real Property shall not already be subject to a perfected Lien pursuant to the Collateral and Guarantee Requirement, the Borrower shall give notice thereof to the Administrative Agent and will take, or cause the relevant Loan Party to take, such actions 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 necessary or reasonably requested by the Administrative Agent to grant and perfect such Lien, including, as applicable), such Loan Party may satisfy the requirements of this actions referred to in Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b6.13(b).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) Subsidiaries by any Loan Party, Party or any such Subsidiary which on the date hereof is not an Additional Guarantor 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 Party, and such property, in the reasonable judgment of the Administrative Collateral Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative Collateral Agent for the benefit of the Secured Parties or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company shall, in each case at the CompanyBorrower’s expense:
(ai) at in connection with the time formation or acquisition of delivery of the compliance certificate set forth in Section 7.01(e)a Subsidiary within 10 days after such formation or acquisition, cause each 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 Collateral Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Collateral Agent, guaranteeing the Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 days after such formation or acquisition, furnish to the Administrative Collateral Agent a description of the real and personal properties of such Subsidiary or such newly-acquired propertythe real and personal properties so acquired, in each case in detail reasonably satisfactory to the Administrative Collateral Agent,
(ciii) at within 15 days after (A) such acquisition of property by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the time Collateral Agent such additional mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to the Collateral Agent, securing payment of delivery all the Obligations of such Loan Party under the compliance certificate set forth in Section 7.01(e)Loan Documents and constituting Liens on all such properties and (B) such formation or acquisition of any new Subsidiary, duly execute and deliver and cause such Subsidiary (if it has not already done so) and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Administrative Collateral Agent Supplemental Collateral Documentsmortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by by, and in form and substance reasonably satisfactory to to, the Administrative Agent (or in substantially the form attached to the Security AgreementCollateral Agent, if applicable) (including delivery securing payment of all Pledged Equity Interests in and of the obligations of such Subsidiary or Loan Party, respectively, under the Loan Documents,
(limited to 66% of voting equity interests of any Foreign Subsidiary)iv) within 30 days after such formation or acquisition, take, and other instruments cause each Loan Party and each newly acquired or newly formed Subsidiary to take, whatever action (including, without limitation, the recording of the type specified in Section 5.01(a)(iii))mortgages, and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by necessary or advisable in the Administrative opinion of the 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 Supplemental Collateral Documents mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 7.10; provided5.01(j), that enforceable against all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition, deliver to the Collateral Agent, upon the request of the Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Collateral Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the Collateral Agent may reasonably request,
(vi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Collateral Agent in its sole discretion, to the Collateral Agent with respect to aftereach parcel of real property owned or held by each Loan Party and each newly acquired or newly formed Subsidiary title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Collateral Agent,
(vii) at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed Subsidiary to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed Subsidiary to take, all such other action as the Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements, and
(viii) use commercially reasonable efforts to cause each non-acquired property wholly owned Subsidiary of any Loan Party which is not an Additional Guarantor on the date hereof to become as soon as practicable an Additional Guarantor and a party to which an effective Uniform Commercial Code financing statement is on file the respective Security Agreement. Provided, that notwithstanding anything to the contrary in the appropriate jurisdiction and which does not constitute deposit this Section 5.01(j), Borrower shall be required only to use commercially reasonable efforts to cause each non-wholly owned Subsidiary or securities accounts (as any Loan Party to which comply with the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b5.01(j).
Appears in 1 contract
Samples: Credit Agreement (TLC Vision Corp)
Covenant to Guarantee Obligations and Give Security. Upon (x) At the formation or acquisition of Borrower’s expense, subject to any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by applicable limitation in any Loan Party, (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party Document (including Equity Interests in a first-tier Foreign Subsidiary) if such propertySection 6.12), in take 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expensefollowing actions:
(a) at the time of delivery within ninety days of the compliance certificate set forth occurrence of any Grant Event (or such longer period as the Required Lenders may agree in Section 7.01(etheir reasonable discretion), ,
(i) cause such the Restricted Subsidiary (if it has not already done so), subject of the Grant Event to duly execute and deliver to the Administrative Agent Guaranty (or a guaranty or guaranty supplementjoinder thereto), in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,including by executing a Guaranty Supplement;
(bii) at cause the time of delivery Restricted Subsidiary subject of the compliance certificate set forth in Section 7.01(e), furnish Grant Event to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver the Security Agreement (or a supplement thereto), including by executing a Security Agreement Supplement;
(iii) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver any applicable Intellectual Property Security Agreements with respect to its intellectual property issued by, or registered with, or applied for in the United States Patent and Trademark Office, or registered in the United States Copyright Office, in each case to the Administrative extent constituting Collateral;
(iv) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver an acknowledgement of the Closing Date Intercreditor Agreement (or a supplement thereto, including a Security Agreement Supplement);
(v) cause the Restricted Subsidiary subject of the Grant Event (and any Loan Party of which such Restricted Subsidiary is a direct Subsidiary) to (A) if such Restricted Subsidiary has “opted into” Article 8 of the Uniform Commercial Code, deliver any and all certificates representing its Equity Interests (to the extent certificated) that constitute Collateral and are required to be delivered pursuant to the Security Agreement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law), (B) deliver the Global Intercompany Note (or a joinder thereto), (C) deliver all instruments evidencing Indebtedness held by such Restricted Subsidiary that constitute Collateral and are required to be delivered pursuant to the Security Agreement, endorsed in blank, to the Collateral Agent Supplemental Collateral Documentsand (D) if such Restricted Subsidiary is a Foreign Subsidiary, as specified by deliver such additional security documents and enter into additional collateral arrangements in form and substance the jurisdiction of such Foreign Subsidiary reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders);
(vi) upon the reasonable request of the Administrative Agent, take and cause the Restricted Subsidiary the subject of the Grant Event and each direct or in substantially the form attached indirect parent of such Restricted Subsidiary that is required to become a Subsidiary Guarantor pursuant to the Security Agreement, if applicable) (including delivery of all Pledged Agreement that holds Equity Interests in and of such Restricted Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any such customary actions required under the Security Agreement (including the filing of UCC financing statements) as may be reasonably requested by necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and subsisting perfected Liens on the properties (subject to Permitted Liens) in the Supplemental Collateral Documents delivered pursuant Equity Interests of such Restricted Subsidiary and the personal property and fixtures of such Restricted Subsidiary to this Section 7.10the extent required by the Loan Documents, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(vii) upon request of the Administrative Agent deliver to the Administrative Agent a signed copy of a customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties; provided, that (A) without limiting the obligations set forth above, the Required Lenders will consult in good faith with respect the Borrower to after-acquired property reduce any stamp, filing or similar taxes imposed as a result of any Loan Party as to which an effective Uniform Commercial Code financing statement is on file the actions described in the appropriate jurisdiction foregoing provisions and which does (B) actions relating to Liens on real property are governed by Section 6.11(b) and not constitute deposit or securities accounts (as to which the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b6.11(a).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Restricted Subsidiary of the Partnership (other than an Unrestricted any Excluded Subsidiary), any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 or the acquisition of any Network Assets by and upon any Excluded Subsidiary or (z) of the designation of any Unrestricted Subsidiary as a Restricted Partnership ceasing to be an Excluded Subsidiary, then the Company Borrowers shall, at the Company’s Borrowers’ expense:
(ai) at within 30 days (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may determine in Section 7.01(e)its sole discretion) 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 Company’s obligations under the Loan DocumentsJoinder Agreement,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to within 30 days (or such longer period as the Administrative Agent a description of the personal properties of may determine in its sole discretion) after such formation or acquisition, cause such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time and each direct and indirect parent of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Collateral Agent, with a copy to the Administrative Agent Supplemental Collateral DocumentsAgent, Security Agreement Supplements, Pledge 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 (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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of required by the type specified in Section 5.01(a)(iii)Security Agreement or the Pledge Agreement), andsecuring 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,
(diii) at within 30 days (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may determine in Section 7.01(e)its sole discretion) after such formation or acquisition, cause such Subsidiary to deliver to the Administrative Agent such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary or its general partner acting on its behalf as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the Loan Documents to which such Subsidiary is a party or is to be a party;
(iv) within 30 days (or such longer period as the Administrative Agent may determine in its sole discretion) 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 any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements) as may be reasonably requested by 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 valid, subsisting and subsisting perfected Liens on the properties purported to be subject to the Supplemental Collateral Documents Security Agreement Supplements, Pledge Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.10; 6.12, enforceable against all third parties in accordance with their terms, provided, that with respect to after-acquired property (A) perfection shall not be required in the case of any Loan Party as vehicles and other assets subject to which an effective certificates of title, (B) “control” agreements shall not be required for any deposit, securities or commodities accounts and (C) perfection shall not be required in the case of any letter of credit rights (except, in the case of this clause (C), to the extent perfected by the filing of Uniform Commercial Code financing statement is statements), and - 95 - NAI-1535672020v11535672020v8
(v) with respect to (i) any Restricted Subsidiary with total assets in excess of 5% of the total assets of the Partnership and its Restricted Subsidiaries and (ii) any other Restricted Subsidiary if such Restricted Subsidiary, together with other Restricted Subsidiaries with respect to which legal opinions have not been delivered in reliance on file this exclusion hold total assets in excess of 10% of total assets of the appropriate jurisdiction Borrowers and which does not constitute deposit their Restricted Subsidiaries (in each case, determined in accordance with GAAP and after giving effect to such acquisition or securities accounts such Restricted Subsidiary ceasing to be an Excluded Subsidiary): within 60 days (or such longer period as the Administrative Agent may determine in its sole discretion) after such formation or acquisition, deliver to the Collateral Agent and the Administrative Agent, upon the request of the Administrative Agent in its sole but reasonable discretion, a signed copy of a favorable opinion, addressed to the Collateral Agent, the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to which the provisions above shall be applicable)matters contained in clauses (i) and (ii) above, and as to such Loan Party other matters as the Administrative Agent may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)reasonably request.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (CrossAmerica Partners LP)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary CFC or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(yi) within 10 days after such formation or acquisition, cause such Subsidiary, 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 Obligations,
(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, in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such formation or acquisition, cause such 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 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,
(iv) within 30 days after such formation or acquisition, cause such 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, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties 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 with a value in excess of $1,000,000 owned 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 real property not constituting an Excluded Asset with a value less than $1,000,000, by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 10 days after request by the time of delivery Administrative Agent, furnish to the Administrative Agent a description of the compliance certificate set forth property so acquired in Section 7.01(e)detail satisfactory to the Administrative Agent,
(ii) to the extent requested by the Administrative Agent, cause such Subsidiary (if it has not already done so), the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, 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,
(iii) 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 guaranty or guaranty supplementsigned 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) upon the request of the Administrative Agent in its sole discretion, 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, guaranteeing provided, however, that to the Company’s obligations under extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Loan Documentsforegoing 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 time of delivery of the compliance certificate set forth in Section 7.01(e)Borrower’s expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of such the Loan Parties and their respective Subsidiaries (other than any CFC or a Subsidiary that is held directly or such newly-acquired property, indirectly by a CFC) in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(ewithin 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), cause such Subsidiary (if it has not already done so) , to duly execute and deliver deliver, to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, 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 (or in substantially the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests and Pledged Debt in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of the applicable Loan Party under the Loan Documents,
(diii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such request, take, and cause such Subsidiary (if it has not already done so) each Loan Party to take any actions required under the Security Agreement take, whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Security Agreement, intellectual property security agreements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with their terms, and
(iv) 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 after-acquired each parcel of real property of owned or held by the Loan Parties, 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.
(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 to which an effective Uniform Commercial Code financing statement is on file the Administrative Agent may deem necessary or desirable in obtaining the appropriate jurisdiction and which does not constitute deposit full benefits of, or securities accounts (as to which applicable) in perfecting and preserving the provisions above shall be applicable)Liens of, such Loan Party may satisfy guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, supplements to the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)Security Agreement, intellectual property security agreements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (a) With respect to (x) the formation or acquisition of any new Person that becomes a direct or indirect wholly-owned Subsidiary after the Closing Date (other than an Unrestricted Subsidiarya CFC, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC or any Immaterial Domestic Subsidiary created or acquired after the Closing Date) by any Loan Party, and (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party Immaterial Domestic Subsidiary (including Equity Interests in a first-tier Foreign SubsidiaryRobota and BESI) if such property, in the reasonable judgment of the Administrative Agent, shall not already that ceases to be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted an Immaterial Domestic Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 15 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish within 15 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsa Security Agreement Supplement and other security and pledge agreements, 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)4.01(a)(iv) other than clause (A) thereof), andsecuring 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 property (other than Excluded Properties) purported to be subject to such Collateral Document,
(diii) at within 15 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents Security Agreement Supplement and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with respect their terms, and
(iv) within 60 days after such formation or acquisition or ceasing to after-acquired be an Immaterial Domestic 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), (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request.
(b) Upon the acquisition of any property of 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 30 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), furnish to which an effective 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 statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction opinion of the Required Lenders to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does not constitute deposit subsisting Liens on such property, enforceable against all third parties,
(iii) within 60 days after such acquisition (or securities accounts 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 (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(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 to which applicable) in perfecting and preserving the provisions above Liens of, such guaranties, Security Agreement Supplements and other security and pledge agreements.
(d) Upon Robota, BESI or any other Domestic Subsidiary becoming a guarantor of any of the Senior Notes or the Term Loan Obligations, such Person shall be applicable), such Loan Party may satisfy the requirements deemed to be a “Guarantor” for purposes of this Section 7.10 at 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 of delivery of the next certificate required pursuant to Section 7.01(b)frames specified therein.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (xa) the formation or acquisition by any Loan Party or any Restricted Subsidiary of any new direct or indirect wholly-owned Subsidiary or the designation of an Unrestricted Subsidiary as a Restricted Subsidiary, unless such Subsidiary is (other than i) an Unrestricted Subsidiary, any Foreign Subsidiary (ii) an Excluded Subsidiary, or (iii) a Subsidiary that merger subsidiary formed in connection with a Permitted Acquisition or IP Acquisition so long as such merger subsidiary is held directly merged out of existence pursuant to such Permitted Acquisition within 30 days of its formation thereof (or indirectly such later date as permitted by a Foreign Subsidiary) by any Loan Partythe Administrative Agent in its sole discretion), or (yb) 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 that is not already be subject to a perfected first priority security interest (subject to Permitted Liens) in favor of the Administrative Collateral Agent for the benefit of the Secured Parties or Parties, the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, in each case at the CompanyBorrower’s expense, promptly:
(ai) at within 60 days, or such longer period as determined in writing by the Administrative Agent in its sole discretion from time to time, after such formation, acquisition, or designation cause each such Subsidiary, and cause each direct and indirect parent of delivery of the compliance certificate set forth in Section 7.01(e), cause 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 Company’s obligations under the Loan Documents,Obligations;
(bii) at within 60 days, or such longer period as determined in writing by the Administrative Agent in its sole discretion from time of delivery of the compliance certificate set forth in Section 7.01(e)to time, after such formation, acquisition or designation, furnish to the Administrative Agent a description of the material owned real and personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,;
(ciii) at within 60 days, or such longer period as determined in writing by the Administrative Agent in its sole discretion from time to time, after such formation, acquisition or designation, duly execute and deliver, and cause each such Restricted Subsidiary that is or is required to become a Subsidiary Guarantor and each direct and indirect parent of delivery of the compliance certificate set forth in Section 7.01(e), cause such Restricted Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent Supplemental mortgages, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and other instruments of the type specified in Section 4.01(a)(iii), in form and substance consistent with the Collateral DocumentsDocuments delivered or ratified, if applicable, on the Closing Date and reasonably satisfactory to the Collateral Agent (including delivery of all Pledged Interests in and of such Restricted Subsidiary), in each case granting Liens on the assets of such Subsidiary Guarantor (other than Excluded Property (as specified defined in the Security Agreement)) and providing a pledge of the Equity Interests in such Subsidiary by the applicable parent Loan Party, in each case to the extent required by the Security Agreement and on the terms set forth therein;
(iv) within 90 days, or such longer period as determined in writing by the Administrative Agent in its sole discretion from time to time, after such formation, acquisition or designation, take, and cause such Restricted Subsidiary (other than any Excluded Subsidiary) or such parent to take, whatever action (including, without limitation, the recording of mortgages (if required) and the filing of Uniform Commercial Code financing statements) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens under applicable law on the properties purported to be subject to the mortgages, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and security agreements delivered pursuant to this Section 6.12 , including, if such property consists of owned real property (other than Excluded Property (as defined in the Security Agreement)), 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 Permitted Encumbrances and Liens permitted under the Loan Documents, including but not limited to those Liens described in Section 7.01, or those consented to by the Administrative Agent in writing) 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 customary endorsements including zoning endorsements (to the extent available at customary rates) and in amounts reasonably 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 other Liens, excepting only Permitted Encumbrances and Liens permitted under the Loan Documents, including but not limited to those Liens described in Section 7.01, or those consented to by the Administrative Agent in writing, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) as the Administrative Agent may reasonably deem necessary or desirable and with respect to any property located in a state in which a zoning endorsement is not available, a zoning compliance letter from the applicable municipality or a zoning report from Planning and Zoning Resources Corporation, in each case to the extent available and reasonably satisfactory to the Administrative Agent,
(D) American Land Title Association/American Congress on Surveying and Mapping form surveys (or in substantially the form attached other surveys reasonably acceptable to the Security AgreementAdministrative Agent or such documentation as is sufficient to omit the standard survey exception to coverage under the policy of title insurance), if for which all necessary fees (where applicable) (including delivery of have been paid, prepared by a land surveyor duly registered and licensed in the state in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all Pledged Equity Interests in buildings and of such Subsidiary (limited to 66% of voting equity interests other improvements, the location of any Foreign Subsidiary)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 material encroachments, either by such improvements to or on such property, and other instruments defects, each which cannot otherwise be insured over in the Mortgage Policies, other than encroachments and other defects reasonably acceptable to the Administrative Agent,
(E) evidence of the type specified in Section 5.01(a)(iii)), andinsurance required by the terms of this Agreement with respect to the properties covered by the Mortgage,
(dF) at (i) evidence as to whether each Mortgaged Property is in an area designated by the time 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 (ii) if such Mortgaged Property is a Flood Hazard Property, (A) evidence as to whether the community in which such is located is participating in the National Flood Insurance Program, (B) the Borrower’s or Restricted Subsidiary’s written acknowledgment of delivery 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) copies of the compliance certificate set forth Borrower’s or Restricted Subsidiary’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 reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as sole loss payee on behalf of the Secured Parties,
(G) favorable opinions of local counsel to the Loan Parties in Section 7.01(e)states in which the Mortgaged Property is located, cause such Subsidiary (if it has not already done so) in form and substance reasonably satisfactory to take the Administrative Agent with respect to the enforceability and perfection of the Mortgages and any actions required under the Security Agreement related fixture filings (including that the filing of UCC financing statementsrelevant mortgagor is validly existing and in good standing, corporate power, due authorization, execution and delivery, no conflicts and no consents),
(H) as may be such other actions reasonably requested by the Administrative Agent that are necessary in order to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) create valid first and subsisting Liens on the properties property described in the Mortgage has been taken, and
(I) except with respect to residential real estate, upon the reasonable request of the Administrative Agent, any existing Phase I environmental reports with respect to the Mortgaged Property;
(v) within 60 days, or such longer period as determined in writing by the Administrative Agent in its sole discretion from time to time, after such formation, acquisition or designation, 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;
(vi) as promptly as practicable after such formation, acquisition or designation, deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent with respect to each parcel of real property (other than Excluded Property (as defined in the Security Agreement)) owned by the entity that is the subject of such request (not to include any Excluded Subsidiary), title reports, surveys and any existing Phase I environmental assessment reports, and such other reports as the Administrative Agent may reasonably request;
(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 the Borrower or any Restricted Subsidiary from any of its Subsidiaries from time to time upon the Administrative Agent’s request, promptly execute and deliver, or cause such Restricted Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such Restricted 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 perfecting and preserving, the Liens of such mortgages, pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and security agreements, in each case subject to the Supplemental terms of and to the extent required by the Collateral Documents delivered pursuant to this Section 7.10; 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), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)Documents.
Appears in 1 contract
Samples: Senior Secured First Lien Credit Agreement (Dynatrace Holdings LLC)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, then the Reporting Company shall, at the Reporting Company’s expense:
(yi) within 30 days after such formation or acquisition (or such longer period as the Administrative Agent shall approve), 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 supplement to the Guarantee Agreement (which supplement in the case of a Foreign Loan Party, may be subject to local law limitations in the jurisdictions in which such Foreign Loan Party is organized), guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 30 days after such formation or acquisition (or such longer period as the Administrative Agent shall approve), furnish to the Administrative Agent a description of the properties (other than Excluded Property) of such Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition (or such longer period as the Administrative Agent shall approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Company Collateral Agreement, 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 4.02(b)(ii) and Section 6.18(a), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within 45 days after such formation or acquisition (or such longer period as the Administrative Agent shall approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the 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 property (other than Excluded Property) purported to be subject to supplements to the Company Collateral Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties, and
(v) within 45 days after such formation or acquisition (or such longer period as the Administrative Agent shall 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, or of counsel to the Administrative Agent, or of counsel 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 not constituting an Excluded Asset by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or to the acquisition of any Network Assets extent required by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryLoan Documents, then the Reporting Company shall, at the Reporting Company’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause within 10 days after such Subsidiary acquisition (if it has not already done so), to duly execute and deliver to or such longer period as the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(eshall approve), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-property so acquired property, in detail reasonably satisfactory to the Administrative Agent,
(cii) at within 15 days after such acquisition (or such longer period as the time of delivery of the compliance certificate set forth in Section 7.01(eAdministrative Agent shall approve), cause such Subsidiary (if it has not already done so) the applicable Loan Party to duly execute and deliver to the Administrative Agent Supplemental supplements to the Company Collateral Documents, Agreement and other security and pledge agreements (including instruments of the type specified in Section 6.18(a) as specified by and in form and substance reasonably satisfactory to the Administrative Agent 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 (or in substantially such longer period as the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(eAdministrative Agent shall approve), cause such Subsidiary (if it has not already done so) the applicable Loan Party to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 30 days after such acquisition (or such longer period as the properties Administrative Agent may 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, or of counsel to the Administrative Agent, or of counsel 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 and other security and pledge agreements.
(d) Notwithstanding the foregoing:
(a) Excluded Property shall not constitute Collateral;
(b) security interests in any Collateral granted by the Company and its Subsidiaries in respect of which Collateral Documents have been executed and delivered prior to the Closing Date will attach on the Closing Date;
(c) the Collateral provided by any Foreign Loan Party shall be subject to limitations imposed by local law of the jurisdiction in which such Foreign Loan Party is organized and shall be limited in scope to types of collateral available in such jurisdiction unless additional Collateral (other than Excluded Property) is requested by the Administrative Agent.
(e) Notwithstanding the foregoing, no member of the Consolidated Group (other than the Company and its Subsidiaries, New HoldCo and its Domestic Subsidiaries which are direct or indirect owners of Equity Interests of the Company and Lux Borrower) shall be required to comply with this Section 6.12 prior to the Certain Funds Termination Date. Within 60 days following the Certain Funds Termination Date, the Reporting Company shall cause each Subsidiary (other than Excluded Subsidiaries) to execute and deliver a guarantee agreement substantially in the form of the Guarantee Agreement with such changes as may be agreed by the Reporting Company and the Administrative Agent pursuant to which each such Subsidiary guarantees payment of the Obligations and to execute and deliver Collateral Documents and take actions to create and perfect Liens on Collateral (subject to the Supplemental Collateral Documents delivered pursuant to this Section 7.10; 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 other provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at 6.12) and, in connection therewith, to deliver customary evidence of authority and legal opinions as reasonably requested by the Administrative Agent.
(f) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, the Lenders agree that (i) the Administrative Agent shall be permitted, in circumstances where it reasonably determines that the cost of obtaining or perfecting a security interest in particular property (including the Equity Interests of Excluded Subsidiaries) is excessive in relation to the benefit afforded to the Lenders thereby, to exclude such property from the security creation and perfection requirements set forth herein or in any other Loan Document, (ii) the Administrative Agent may grant extensions of time for the creation of a security interest in or perfection of Liens on particular property or the joinder of a member of the Consolidated Group as a party to the Guarantee Agreement where it reasonably determines that such creation or perfection or joinder cannot be accomplished without undue effort or expense by the time of delivery or times at which it would otherwise be required by this Agreement or any other Loan Document and (iii) the obligations of the next certificate required pursuant Loan Parties to Section 7.01(b)create and perfect security interests in the Collateral shall be subject to the limitations in the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Arris Group Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) if such property, in other than that Subsidiary set forth on Schedule 6.12 which Subsidiary may be formed but may not conduct business without meeting the reasonable judgment requirements 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiarythis Section 6.12), then the Company Borrowers shall, at the Company’s Borrowers’ expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)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 such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds 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 (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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents 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 7.10; provided6.12, that enforceable against all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties 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 after-acquired 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 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 which an effective 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 statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does 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 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 15 days after such request, duly execute and deliver, and cause each Loan Party (if it has not constitute deposit 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 delivery of all Pledged Equity in such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within 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 securities accounts 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 6.12, 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 any 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 to which applicable) in perfecting and preserving the provisions above shall be applicable)Liens of, such Loan Party may satisfy the requirements guaranties, deeds of this Section 7.10 at the time trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of delivery of the next certificate required pursuant to Section 7.01(b)trust and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (x) At the formation or acquisition of Borrower’s expense, subject to any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by applicable limitation in any Loan Party, (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party Document (including Equity Interests in a first-tier Foreign Subsidiary) if such propertySection 6.12), in take 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expensefollowing actions:
(a) at the time of delivery within ninety days of the compliance certificate set forth occurrence of any Grant Event (or such longer period as the Administrative Agent may agree in Section 7.01(eits reasonable discretion), ,
(i) cause such the Restricted Subsidiary (if it has not already done so), subject of the Grant Event to duly execute and deliver the Guaranty (or a joinder thereto), which may be accomplished by executing a Guaranty Supplement;
(ii) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver the Security Agreement (or a supplement thereto) which may be accomplished by executing a Security Agreement Supplement;
(iii) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver any applicable Intellectual Property Security Agreements with respect to its registered or applied for Intellectual Property constituting Collateral;
(iv) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver an acknowledgement of the Closing Date ABL Intercreditor Agreement and any other applicable Intercreditor Agreement;
(v) cause the Restricted Subsidiary subject of the Grant Event (and any Loan Party of which such Restricted Subsidiary is a direct Subsidiary) to
(1) if such Restricted Subsidiary is a corporation or has “opted into” Article 8 of the Uniform Commercial Code, deliver any and all certificates representing its Equity Interests (to the Administrative Agent extent certificated) that constitute Collateral and are required to be delivered pursuant to the Security Agreement accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law),
(2) execute and deliver a guaranty counterparty signature page to the Global Intercompany Note (or guaranty supplementa joinder thereto),
(3) deliver all instruments evidencing Indebtedness held by such Restricted Subsidiary that constitute Collateral and are required to be delivered pursuant to the Security Agreement endorsed in blank, to the Collateral Agent, and
(4) if such Restricted Subsidiary is a Foreign Subsidiary, deliver such additional security documents and enter into additional collateral arrangements in form and substance the jurisdiction of such Foreign Subsidiary reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,;
(bvi) at upon the time reasonable request of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at , take and cause the time of delivery Restricted Subsidiary the subject of the compliance certificate set forth in Section 7.01(e), cause Grant Event and each direct or indirect parent of such Restricted Subsidiary (if it has not already done so) that is required to duly execute and deliver become a Subsidiary Guarantor pursuant to the Administrative Agent Supplemental 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 this Agreement that directly holds Equity Interests in and of such Restricted Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any such customary actions required under the Security Agreement (including the filing of UCC financing statements) as may be reasonably requested by necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid perfected Liens (subject to Permitted Liens) in the Equity Interests of such Restricted Subsidiary and subsisting Liens the personal property and fixtures of such Restricted Subsidiary to the extent required by the Loan Documents, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(vii) upon request of the Administrative Agent deliver to the Administrative Agent a signed copy of a customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; provided that such matters are not inconsistent with those addressed in opinions delivered on the properties subject Closing Date or customary market practice; provided that without limiting the obligations set forth above, the Administrative Agent and the Collateral Agent will consult in good faith with the Borrower to reduce any stamp, filing or similar taxes imposed as a result of the Supplemental Collateral Documents delivered pursuant to this Section 7.10; 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 actions described in the appropriate jurisdiction and which does not constitute deposit or securities accounts (as to which the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)foregoing provisions.
Appears in 1 contract
Samples: First Lien Credit Agreement (Petco Health & Wellness Company, Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary CFC or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC) by any Loan Party, (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 propertyincluding, in without limitation, upon 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 or the acquisition formation of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as that is a Restricted SubsidiaryDivision Successor), then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 Business 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 Company’s other Loan Parties’ obligations under the Loan Documents,;
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)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 such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,;
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 Business Days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral DocumentsSecurity Agreement Supplements, Perfection Certificate, and other security and pledge agreements, 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 certificates, if any, representing the Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii) and Section 4.01(a)(iv)(G)), andsecuring 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 interests and personal properties;
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents Security Agreement Supplements, and security and pledge agreements delivered pursuant to this Section 7.106.12, enforceable against all third parties in accordance with their terms;
(v) [reserved]; providedand
(vi) within 60 days after such formation or acquisition, that with respect deliver to after-acquired 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 of 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 which an effective 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 statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does subsisting Liens on such property, enforceable against all third parties;
(iv) [reserved]; and
(v) within 60 days after such acquisition, but not constitute deposit or securities accounts (as to which the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of less than 45 days following delivery of the next certificate required 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 CFC or 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 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 CFC or Subsidiary that is held directly or indirectly by a CFC) 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 7.01(b)6.12, enforceable against all third parties in accordance with their terms.
(d) 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, Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, (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 or the acquisition of any Network Assets by upon any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted ceasing to be an Excluded Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
: (ai) at within 30 days (or such longer period as the time of delivery of the compliance certificate set forth in Section 7.01(e)Administrative Agent may reasonably agree) after such formation, acquisition or cessation, cause 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 Company’s other Loan Parties’ obligations under the Loan Documents,
, (bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to within 30 days (or such longer period as the Administrative Agent a description of the personal properties of may reasonably agree) after such Subsidiary formation, acquisition or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e)cessation, cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral DocumentsAgent, Security Agreement Supplements, Perfection Certificate, IP Security Agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (or in substantially the form attached to the Security Agreement, if applicable) (including delivery of all Pledged certificates, if any, representing the Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other certificates and instruments representing the Securities Collateral referred to in the Security Agreement accompanied by undated stock powers or instruments of the type specified transfer executed in Section 5.01(a)(iii)blank), and
securing payment of all the Obligations of such Subsidiary, under the Loan Documents and constituting Liens on all Collateral of such Subsidiaries, (diii) at within 30 days (or such longer period as the time of delivery of the compliance certificate set forth in Section 7.01(e)Administrative Agent may reasonably agree) after such formation, acquisition or cessation, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements) as may be reasonably requested by 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 Supplemental Collateral Documents Security Agreement Supplements, IP Security Agreements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance 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 their terms, and which does not constitute deposit or securities accounts (as to which the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b).85 #96922345v9
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon With respect to (x) the formation or acquisition of any new Person that becomes a direct or indirect wholly-owned Subsidiary after the Closing Date (other than an Unrestricted Subsidiarya CFC, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC or any Immaterial Domestic Subsidiary created or acquired after the Closing Date) by any Loan Party, and (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party Immaterial Domestic Subsidiary (including Equity Interests in a first-tier Foreign SubsidiaryRobota and BESI) if such property, in the reasonable judgment of the Administrative Agent, shall not already that ceases to be subject to a perfected first priority security interest in favor of the Administrative Agent for the benefit of the Secured Parties or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted an Immaterial Domestic Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
: within 30 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (a) at or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), 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 Company’s other Loan Parties’ obligations under the Loan Documents,
, within 30 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (b) at or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
, within 30 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (c) at or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, vessel 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 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iv)), and
securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties (d) at other than Excluded Properties), within 30 days after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the recording of mortgages, vessel mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, vessel mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with their terms, within 60 days after such formation or acquisition or ceasing to be an Immaterial Domestic 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), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and as promptly as practicable after such formation or acquisition or ceasing to be an Immaterial Domestic Subsidiary, deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to after-acquired each parcel of real property owned or held by the entity that is the subject of such formation or acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. 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: within 30 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), furnish to which an effective the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent, within 30 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, vessel 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, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties, within 30 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause the applicable Loan Party to take whatever action (including the recording of mortgages, vessel mortgages, the filing of Uniform Commercial Code financing statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does not constitute deposit subsisting Liens on such property, enforceable against all third parties, within 60 days after such acquisition (or securities accounts 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 (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and 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 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. 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, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements. Notwithstanding the foregoing, (i) so long as no Event of Default exists, the Loan Parties shall not be required to provide a deed of trust, mortgage or the items listed in Section 6.12(a)(iii) or 6.12(b)(v) with respect to any real property with a fair market value of less than $5,000,000, (ii) if, as of the end of any fiscal quarter, the Immaterial Domestic Subsidiaries collectively (A) generated more than 5% of Consolidated EBITDA for the Measurement Period most recently ended for which financial statements of the provisions above Borrower are available or (B) 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, (x) all such remaining Immaterial Domestic Subsidiaries that are not Guarantors generated less than 5% of Consolidated EBITDA for such Measurement Period and (y) 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. Upon Robota, BESI or any other Immaterial Domestic Subsidiary becoming a guarantor of any of the Senior Notes, such Person shall be applicable), such Loan Party may satisfy the requirements deemed to be a “Guarantor” for purposes of this Section 7.10 at 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 of delivery of the next certificate required pursuant to Section 7.01(b)frames specified therein.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary of the Borrower (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary, along with all of its Subsidiaries that are not Excluded Subsidiaries, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in the form of Exhibit F-1, 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 each such Subsidiary, in reasonable detail,
(iii) within 15 days after such formation or acquisition, cause each such Subsidiary to duly execute and deliver to the Administrative Agent (x) if any such Person owns any Material Properties, deeds of trust, trust deeds, deeds to secure debt, and mortgages, and (y) Security Agreement Supplements, IP Security Agreement Supplements (only with respect to any U.S. registrations and applications for registration of IP Rights included in the Collateral and excluding any “intent to use” trademark or service xxxx applications) (including delivery of all Pledged Interests in and of each such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of each such Subsidiary under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within 30 days after such formation or acquisition, cause each such 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, 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(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 such 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 Property owned 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 Material Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property not constituting an Excluded Asset Material Property by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 10 days after such acquisition, furnish to the time of delivery Administrative Agent a description of the compliance certificate set forth property so acquired in Section 7.01(e)detail reasonably satisfactory to the Administrative Agent,
(ii) within 15 days after such acquisition, cause such Subsidiary (if it has not already done so), the applicable Loan Party to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementdeeds of trust, trust deeds, deeds to secure debt, and mortgages in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing securing payment of all the Company’s obligations Obligations of the applicable Loan Party under the Loan DocumentsDocuments and constituting Liens on all such properties,
(biii) 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 such matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, such real property title reports, environmental assessment reports, surveys, appraisals, flood zone certificates, evidence of compliance with zoning requirements and other reports and documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the time of delivery of the compliance certificate set forth in Section 7.01(e)Borrower’s expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or such newly-acquired property, the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such request, duly execute and deliver, and cause such Subsidiary each Loan Party (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements (but not with respect to any Excluded Assets (as defined in the Security Agreement)), 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 and Pledged Debt in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(diii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such request, take, and cause such Subsidiary (if it has not already done so) each Loan Party to take any actions required under the Security Agreement take, whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents 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 7.10; provided6.12, that 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 after-acquired each parcel of real property of owned in fee 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 as or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect 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)such real property, such Loan Party may satisfy items shall, promptly after the requirements of this Section 7.10 at receipt thereof, be delivered to the time of delivery of the next certificate required pursuant to Section 7.01(b)Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Gsi Group Inc)
Covenant to Guarantee Obligations and Give Security. Upon At the Parent Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(x1) upon the formation formation, acquisition or acquisition designation of any existing or new direct or indirect wholly-wholly owned Domestic Subsidiary (other than an Unrestricted Excluded Subsidiary, any Foreign ) that is a Restricted Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary(2) by any Loan Party, (y) upon the acquisition of any property not constituting an Excluded Asset designation 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary that is a direct or indirect wholly owned Domestic Subsidiary referred to in the foregoing clause (1) (other than an Excluded Subsidiary) as a Restricted Subsidiary in accordance with the definition of “Unrestricted Subsidiary, then the Company shall, at the Company’s expense”:
(ai) at within 45 days after such formation, acquisition or designation, or such longer period as the time of delivery of Administrative Agent may agree in writing in its discretion:
(A) (x) cause each such Restricted Subsidiary that is required to become a Borrower or Guarantor pursuant to the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so), Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent a guaranty joinder to this Agreement or guaranty supplementGuaranty (or supplement thereto), in form as applicable, and substance reasonably satisfactory (y) cause each such Restricted Subsidiary that is required to xxxxx x Xxxx on any Collateral pursuant to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) Collateral and Guarantee Requirement to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsa joinder to this Agreement or a Guaranty (or supplement thereto), as specified applicable, Security Agreement Supplements and other security agreements and documents, as reasonably requested 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under consistent with the Security Agreement and other security agreements in effect on the Closing Date), in each case granting Liens required by, and subject to the limitations and exceptions of, the Collateral and Guarantee Requirement;
(B) take, and cause such Restricted Subsidiary and each direct or indirect parent of such Restricted Subsidiary to take, whatever action (including the filing of UCC financing statements) as may be reasonably requested by 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 perfected Liens on the properties subject to the Supplemental Collateral Documents delivered pursuant and Guarantee Requirement; and
(ii) if reasonably requested by the Administrative Agent, within forty-five (45) days after such request, deliver to the Administrative Agent a signed copy of an opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to such matters set forth in this Section 7.10; provided, that with respect to after-acquired property of any Loan Party 6.11(a) 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), such Loan Party Administrative Agent may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Clear Channel Outdoor Holdings, Inc.)
Covenant to Guarantee Obligations and Give Security. (i) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary Subsidiaries that is held directly or indirectly by a Foreign Subsidiary) are not Immaterial Subsidiaries by any Loan Party, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s US Borrower's expense:
(aA) at in connection with the time formation or acquisition of delivery of the compliance certificate set forth in Section 7.01(e)a wholly-owned Subsidiary that is not an insurance company, within 30 days after such formation or acquisition, cause each 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 Company’s other Loan Parties' obligations under the Loan Documents or, if a Canadian Subsidiary, guaranteeing the Obligations of the Canadian Loan Parties under the Loan Documents,, provided, however, that solely with respect to a guaranty or guaranty supplement to secure the Obligations of the U.S. Loan Parties under the Loan Documents, this clause (i) will not apply to any Subsidiary that is (A) a CFC or (B) a Subsidiary that is held directly or indirectly by a CFC;
(bB) at so long as the time of delivery of (x) Term B Advances or the compliance certificate set forth in Section 7.01(eCanadian Term B Advances are outstanding or (y) the Revolving Credit Facility and the Term Loan A Facility do not have a Target Rating (to the extent that any Obligations under the Revolving Credit Agreement or the Term Loan A Facility or any Term A Commitments or Revolving Credit Commitments remain outstanding), furnish within 30 days (or such longer period as agreed by the Administrative Agent) after (A) such formation or acquisition of a wholly-owned Subsidiary that is not an insurance company by any Loan Party, duly execute and deliver, and cause each Loan Party to duly execute and deliver, to the Administrative Collateral Agent a description such additional pledges, assignments, security agreement supplements, and other security agreements as specified by, and in form and substance satisfactory to the Collateral Agent, securing payment of all the personal properties Obligations of such Loan Party under the Loan Documents and constituting Liens on all intercompany Debt of such Subsidiary and (B) such formation or such newly-acquired propertyacquisition of any new wholly owned Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), duly execute and deliver and cause such Subsidiary (if it has not already done so) and each Loan Party acquiring Equity Interests in such Subsidiary to duly execute and deliver to the Administrative Collateral Agent Supplemental Collateral Documentspledges, assignments, security agreement supplements and other security agreements as specified by by, and in form and substance reasonably satisfactory to to, the Administrative Agent (or in substantially the form attached to the Security AgreementCollateral Agent, if applicable) (including delivery securing payment of all Pledged of the Obligations of such Subsidiary or Loan Party and constituting Liens on the Equity Interests in such new Subsidiary, respectively, under the Loan Documents; provided that (x) the Equity Interests and intercompany Debt of any Subsidiary held by a CFC shall not be required to be pledged to secure Obligations of a US Loan Party, (y) if such Subsidiary (limited to new property is Equity Interests in a CFC, no more than 66% of voting equity interests the Equity Interests in such CFC shall be pledged in favor of the Secured Parties and (z) no CFC or Foreign Disregarded Entity shall be required to make any pledge, assignment, or enter into any security agreement to secure the Obligations of any Foreign SubsidiaryU.S. Loan Party.
(C) so long as the (x) Term B Advances or the Canadian Term B Advances are outstanding or (y) the Revolving Credit Facility and the Term Loan A Facility do not have a Target Rating (to the extent that any Obligations under the Revolving Credit Agreement or the Term Loan A Facility or any Term A Commitments or Revolving Credit Commitments remain outstanding), within 30 days (or such longer period as agreed by the Administrative Agent) after such formation or acquisition, take, and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such each Loan Party and each newly acquired or newly formed wholly owned Subsidiary (if it has not already done soother than any Subsidiary that is a CFC or a Foreign Disregarded Entity) to take any actions required under the Security Agreement take, whatever action (including including, without limitation, the filing of UCC Uniform Commercial Code financing statements) as may be reasonably requested by necessary in the Administrative good faith opinion of the 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 Equity Interests and intercompany Debt purported to be subject to the Supplemental Collateral Documents pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 7.105.01(j), enforceable against all third parties in accordance with their terms;
(D) within 60 days after such formation or acquisition, deliver to the Administrative Agent, but only upon the reasonable request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent, of counsel for the Loan Parties acceptable to the Administrative Agent as to (1) the matters contained in clause (i) above, (2) such guaranties and guaranty supplements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, and (3) such other matters as the Administrative Agent may reasonably request; providedand
(E) so long as the (x) Term B Advances or the Canadian Term B Advances are outstanding or (y) the Revolving Credit Facility and the Term Loan A Facility do not have a Target Rating (to the extent that any Obligations under the Revolving Credit Agreement or the Term Loan A Facility or any Term A Commitments or Revolving Credit Commitments remain outstanding), at any time and from time to time, promptly execute and deliver, and cause each Loan Party and each newly acquired or newly formed wholly owned Subsidiary (other than any Subsidiary that is a CFC or a Foreign Disregarded Entity) to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party and each newly acquired or newly formed wholly owned Subsidiary (other than any Subsidiary that is a CFC or a Foreign Disregarded Entity) to take, all such other action as the Collateral Agent may deem necessary in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, pledges, assignments, security agreement supplements and security agreements.
(ii) In the event that 2026992 Ontario Ltd. has not been amalgamated with Xxxxxxx Transit to form the amalgamated entity Xxxxxxx Transit Ltd. within 45 days following the Effective Date (or such later date as agreed by the Collateral Agent in its sole discretion), (A) the US Borrower or Xxxxxxx Transit, as applicable, shall on such date (1) execute and deliver to the Collateral Agent pledges, assignments, security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to, the Collateral Agent constituting Liens on no more than 66% of the Equity Interests in 2026992 Ontario Ltd. under the Loan Documents and (2) take whatever action (including, without limitation, the filing of Uniform Commercial Code or other applicable financing statements) that may be reasonably necessary in the good faith opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and subsisting Liens on such Equity Interests, enforceable against all third parties in accordance with their terms and (B) 2026992 Ontario Ltd. shall, on such date, execute and deliver the Amended and Restated Canadian Subsidiary Guaranty and the Canadian Security Agreement, or supplements for each, as applicable.
(iii) Within 30 days following the Effective Date (or such later date as agreed by the Collateral Agent in its sole discretion), the Borrowers shall obtain estoppels in form and substance reasonably acceptable to the Collateral Agent or make such other arrangements as may be acceptable to the Collateral Agent with respect to after-acquired property of any Loan Party as to which an effective Uniform Commercial Code financing statement is the registrations set forth on file in the appropriate jurisdiction and which does not constitute deposit or securities accounts (as to which the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)Schedule 5.01(j) hereto.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Excluded Subsidiary, any Foreign Subsidiary CFC or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC) by any Loan Party, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s Borrower's expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 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 Company’s other Loan Parties' obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)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 such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, 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 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents 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 7.10; provided6.02, that enforceable against all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties 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 after-acquired each parcel of real property owned or held by the entity that is the subject of such formation or acquisition (A) in the case of real property with a Current Value of less than $500,000, existing title reports, surveys and engineering, soils and other reports, and existing environmental assessment reports and (B) in the case of real property with a Current Value greater than or equal to $500,000, 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, in each case, 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 (other than After Acquired Property with a Current Value of less than $500,000, 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, 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 Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to which an effective 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 statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does 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 (A) in the case of real property with a Current Value of less than $500,000, existing title reports, surveys and engineering, soils and other reports, and existing environmental assessment reports and (B) in the case of real property with a Current Value greater than or equal to $500,000, 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, in each case, 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, at the Borrower's expense and with respect to any or all Collateral the subject of the Loan Documents:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent,
(ii) within 15 days after such request, duly execute and deliver, and cause each Loan Party (if it has not constitute deposit 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 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)), 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 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 securities accounts 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 6.02, 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 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 to which applicable) in perfecting and preserving the provisions above shall be applicable)Liens of, such Loan Party may satisfy the requirements guaranties, deeds of this Section 7.10 at the time trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of delivery of the next certificate required pursuant to Section 7.01(b)trust, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon At the Borrower’s expense, subject to any applicable limitation in any Loan Document (xincluding Section 6.12), take the following actions:
(i) within ninety days of the formation or acquisition occurrence of any new direct Grant Event (or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 longer period as the Administrative Agent for the benefit of the Secured Parties or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expense:may agree in its reasonable discretion),
(a) at cause the time of delivery Restricted Subsidiary subject of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so), Grant Event to duly execute and deliver the Guaranty (or a joinder thereto), which may be accomplished by executing a Guaranty Supplement;
(b) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver the Security Agreement (or a supplement thereto), which may be accomplished by executing a Security Agreement Supplement;
(c) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver any applicable Intellectual Property Security Agreements with respect to its registered or applied for Intellectual Property constituting Collateral;
(d) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver an acknowledgement of the Closing Date ABL Intercreditor Agreement and any other applicable Intercreditor Agreement;
(e) cause the Restricted Subsidiary subject of the Grant Event (and any Loan Party of which such Restricted Subsidiary is a direct Subsidiary) to (1) if such Restricted Subsidiary is a corporation or has “opted into” Article 8 of the Uniform Commercial Code, deliver (or deliver to the Administrative Term Loan Agent in accordance with the Closing Date ABL Intercreditor Agreement) any and all certificates representing its Equity Interests (to the extent certificated) that constitute Collateral and are required to be delivered pursuant to the Security Agreement accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law), (2) execute and deliver a guaranty counterparty signature page to the Global Intercompany Note (or guaranty supplementa joinder thereto), (3) deliver all instruments evidencing Indebtedness held by such Restricted Subsidiary that constitute Collateral and are required to be delivered pursuant to the Security Agreement, endorsed in form blank, to the Collateral Agent, and substance (4) if such Restricted Subsidiary is a Foreign Subsidiary, deliver such additional Collateral Documents and enter into additional collateral arrangements in the jurisdiction of such Foreign Subsidiary reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,;
(bf) at upon the time reasonable request of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at , take and cause the time of delivery Restricted Subsidiary the subject of the compliance certificate set forth in Section 7.01(e), cause Grant Event and each direct or indirect parent of such Restricted Subsidiary (if it has not already done so) that is required to duly execute and deliver become a Subsidiary Guarantor pursuant to the Administrative Agent Supplemental 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 this Agreement that directly holds Equity Interests in and of such Restricted Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any such customary actions required under the Security Agreement (including the filing of UCC financing statements) as may be reasonably requested by necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid perfected Liens (subject to Permitted Liens) in the Equity Interests of such Restricted Subsidiary and subsisting Liens the personal property and fixtures of such Restricted Subsidiary to the extent required by the Loan Documents, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(g) upon request of the Administrative Agent deliver to the Administrative Agent a signed copy of a customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties as to such matters set forth in this Section 6.11(a) as the Administrative Agent may reasonably request; provided that such matters are not inconsistent with those addressed in opinions delivered on the properties subject Closing Date or customary market practice; provided that without limiting the obligations set forth above, the Administrative Agent and the Collateral Agent will consult in good faith with the Borrower to reduce any stamp, filing or similar taxes imposed as a result of the Supplemental Collateral Documents delivered pursuant to this Section 7.10; 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 actions described in the appropriate jurisdiction and which does not constitute deposit or securities accounts (as to which the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)foregoing provisions.
Appears in 1 contract
Samples: Abl Revolving Credit Agreement (Petco Health & Wellness Company, Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Loan Party, (y) the acquisition of any property 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 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyAdministrative Borrower’s expense:
(a) at cause each Domestic Subsidiary (other than any Excluded Subsidiary), within 45 days after the time formation or acquisition of delivery such Domestic Subsidiary (or such Domestic
(A) a guaranty or guaranty supplement guaranteeing the other Loan Parties’ obligations under the Loan Documents, (B) a securities pledge agreement or securities pledge agreement supplement granting Liens on the Collateral to secure payment of all the Obligations under the Loan Documents, and (C) documents of the compliance certificate type set forth in Section 7.01(e4.01(a)(iv) and (v) with respect to such Subsidiary, and (ii) deliver to the Administrative Agent customary opinion(s), cause addressed to the Administrative Agent and the other Secured Parties, of counsel for such Subsidiary as to the matters contained in clause (if it has not already done soi) and as to such other matters as the Administrative Agent may reasonably request, all such documents to be in form, content and scope reasonably satisfactory to the Administrative Agent, and
(b) cause each Foreign Subsidiary (other than an Excluded Subsidiary), within 90 days after the formation or acquisition of such Foreign Subsidiary (or such Foreign Subsidiary ceasing to be an Excluded Subsidiary (including, as a result of ceasing to be an Unrestricted Subsidiary)) or such longer period as the Administrative Agent may agree, to (i) duly execute and deliver to the Administrative Agent (for the benefit of the Secured Parties) (A) a guaranty or guaranty supplementsupplement guaranteeing the Foreign Obligors’ Obligations under the Loan Documents, (B) a securities pledge agreement or securities pledge agreement supplements (or equivalent document in form any applicable foreign jurisdiction) granting Liens on the Collateral to secure payment of all Foreign Obligors’ Obligations under the Loan Documents. and substance (C) documents of the type set forth in Section 4.01(a)(iv) and (v) with respect to such Subsidiary, and (ii) deliver to the Administrative Agent customary opinion(s), addressed to the Administrative Agent and the other Secured Parties, of counsel for such Subsidiary as to the matters contained in clause (i) and as to such other matters as the Administrative Agent may reasonably request, all such documents to be in form, content and scope reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement (including the filing of UCC financing statements) as may be reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties subject to the Supplemental Collateral Documents delivered pursuant to this Section 7.10; 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), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary of the Borrower (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such formation or acquisition, cause such Subsidiary, along with all of its Subsidiaries that are not Excluded Subsidiaries, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in the form of Exhibit F-1, 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 each such Subsidiary, in reasonable detail,
(iii) within 15 days after such formation or acquisition, cause each such Subsidiary to duly execute and deliver to the Administrative Agent (x) if any such Person owns any Material Properties, deeds of trust, trust deeds, deeds to secure debt, and mortgages, and (y) Security Agreement Supplements, IP Security Agreement Supplements (only with respect to any U.S. registrations and applications for registration of IP Rights included in the Collateral and excluding any “intent to use” trademark or service xxxx applications) (including delivery of all Pledged Interests in and of each such Subsidiary, and other security and pledge agreements, securing payment of all the Obligations of each such Subsidiary under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within 30 days after such formation or acquisition, cause each such 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, 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(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 such 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 Property owned 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 Material Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property not constituting an Excluded Asset Material Property by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 10 days after such acquisition, furnish to the time of delivery Administrative Agent a description of the compliance certificate set forth property so acquired in Section 7.01(e)detail reasonably satisfactory to the Administrative Agent,
(ii) within 15 days after such acquisition, cause such Subsidiary (if it has not already done so), the applicable Loan Party to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplementdeeds of trust, trust deeds, deeds to secure debt, and mortgages in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing securing payment of all the Company’s obligations Obligations of the applicable Loan Party under the Loan DocumentsDocuments and constituting Liens on all such properties,
(biii) 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 such matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, such real property title reports, environmental assessment reports, surveys, appraisals, flood zone certificates, evidence of compliance with zoning requirements and other reports and documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, the Borrower shall, at the time of delivery of the compliance certificate set forth in Section 7.01(e)Borrower’s expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or such newly-acquired property, the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such request, duly execute and deliver, and cause such Subsidiary each Loan Party (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements (but not with respect to any Excluded Assets (as defined in the Security Agreement)), 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 and Pledged Debt in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments security and pledge agreements, securing payment of all the Obligations of the type specified in Section 5.01(a)(iii)), andapplicable Loan Party under the Loan Documents and constituting Liens on all such properties,
(diii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such request, take, and cause such Subsidiary (if it has not already done so) each Loan Party to take any actions required under the Security Agreement take, whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents 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 7.10; provided6.12, that 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 after-acquired each parcel of real property of owned in fee 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 as or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect 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)such real property, such Loan Party may satisfy items shall, promptly after the requirements of this Section 7.10 at receipt thereof, be delivered to the time of delivery of the next certificate required pursuant to Section 7.01(b)Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Gsi Group Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary CFC or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC) by any Loan Party, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 30 days (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may consent to in Section 7.01(e)its sole discretion) 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at within 30 days (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may consent to in Section 7.01(e)its sole discretion) after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at within 45 days (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may consent to in Section 7.01(e)its sole discretion) after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, vessel mortgages, Security Agreement Supplements, other supplements, control agreements and other security and pledge agreements, 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)4.01(a)(iii) as required by the Administrative Agent), andsecuring payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided that mortgages, and deeds of trust, as applicable, shall be required to be delivered only with respect to owned real property with a fair market value of at least $5,000,000, and no such mortgages or deeds of trust shall be required with respect to any leasehold interest of Borrower in any real property,
(div) at within 30 days (or such longer period as the time of delivery of the compliance certificate set forth Administrative Agent may consent to in Section 7.01(e)its sole discretion) 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 any actions required under the Security Agreement whatever action (including the recording of mortgages and vessel mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or 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 the Supplemental Collateral Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, other supplements and security and pledge agreements delivered pursuant to this Section 7.106.12, enforceable against all third parties in accordance with their terms, and
(v) within 60 days (or such longer period as the Administrative Agent may consent to in its sole discretion) 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, if such property, in the judgment of the Administrative Agent, is required to be but 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 under the terms of the Loan Documents, then the Borrower shall, at the Borrower’s expense:
(i) within 30 days (or such longer period as the Administrative Agent may consent to in its sole discretion) 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 (or such longer period as the Administrative Agent may consent to in its sole discretion) after such acquisition, cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, vessel mortgages, Security Agreement Supplements, other supplements, control agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties; providedprovided that mortgages and deeds of trust, that as applicable, shall be required to be delivered only with respect to after-acquired owned real property with a fair market value of at least $5,000,000, and no such mortgages or deeds of trust shall be required with respect to any leasehold interest of Borrower in any real property,
(iii) within 30 days (or such longer period as the Administrative Agent may consent to in its sole discretion) after such acquisition, cause the applicable Loan Party as to which an effective take whatever action (including the recording of mortgages and vessel mortgages, the filing of Uniform Commercial Code financing statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or reasonably requested by the Administrative Agent to vest in the appropriate jurisdiction Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does not constitute deposit subsisting Liens on such property, enforceable against all third parties, and
(iv) within 60 days (or securities accounts (such longer period as the Administrative Agent may consent to in its sole discretion) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request.
(c) Upon the formation or acquisition after the Closing Date of any CFC that is a Material Foreign Subsidiary or if any CFC that did not previously constitute a Material Foreign Subsidiary becomes one after the Closing Date, notify the Administrative Agent thereof within 30 days (or such longer period as the Administrative Agent may consent to in its sole discretion) after such acquisition, formation, or determination of materiality and promptly (A) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement or such other documents as the Administrative Agent deems necessary and requests in order to grant to the Administrative Agent a perfected first priority security interest (subject only to applicable Permitted Liens) in the Equity Interests of such Material Foreign Subsidiary that is owned by the applicable Loan Party, (provided that in no event shall more than 66% of the total outstanding Equity Interests of any such Material Foreign Subsidiary be required to be so pledged), and (B) deliver to the Administrative Agent the certificates (if any) representing such Equity Interests, together with undated stock powers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the applicable Loan Party, and take such other action as may be necessary or reasonably requested by the Administrative Agent to perfect the Lien of the Administrative Agent thereon, (C) take such other actions as necessary under applicable law (including foreign law) or reasonably requested by the Administrative Agent to ensure the granting, perfection, and priority of such security interest, and (D) deliver to the Administrative Agent legal opinions relating to the matters described above, which the provisions above opinions shall be applicablein form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within a reasonable time following the applicable requests of the Administrative Agent and the receipt of any applicable documents
(d) 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 (or such longer period as the Administrative Agent may consent to in its sole discretion), 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 (or such longer period as the Administrative Agent may consent to in its sole discretion), 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, vessel mortgages, Security Agreement Supplements, other supplements, control 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 and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii) and all title policies, surveys, and other items specified in Section 4.01(a)(iv) as required by the Administrative Agent), securing payment of all the Obligations of such Subsidiary under the Loan Party Documents and constituting Liens on all such properties,
(iii) within 30 days after such request (or such longer period as the Administrative Agent may satisfy consent to in its sole discretion), take, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of the requirements Borrower to take, whatever action (including the recording of mortgages and vessel mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the opinion of the 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, other supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(iv) within 60 days after such request (or such longer period as the Administrative Agent may consent to 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 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) within 30 days after such request (or such longer period as the Administrative Agent may consent to in its sole discretion), take and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) to take the actions specified in clause (c) of this Section 7.10 6.12.
(e) By September 30, 2010, all deposit accounts of the Borrower and its Subsidiaries maintained in the United States (other than those containing average collected balances which do not exceed, for any such account, $250,000 and which in the ordinary course of business are required to be established within a reasonable area of where any seismic crews of Borrower or its Subsidiaries are located and no branch of any Lender is located within such area) must be, and shall thereafter be at all times maintained, with depositories that are Lenders.
(f) By June 30, 2010 (or such later date as the Administrative Agent may consent to in its sole discretion), Borrower shall, at the time Borrower’s expense:
(i) deliver to the Administrative Agent (A) such documents as the Administrative Agent deems necessary and requests in order to grant to the Administrative Agent a perfected first priority security interest (subject only to applicable Permitted Liens) in the Equity Interests of delivery each Material Foreign Subsidiary existing as of the next certificate Closing Date (provided that in no event shall more than 66% of the total outstanding Equity Interests of any such Material Foreign Subsidiary be required pursuant to be so pledged) and (B) the certificates (if any) representing such Equity Interests, together with undated stock powers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the applicable Loan Party,
(ii) take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and such other actions as necessary under applicable law (including foreign law) or reasonably requested by the Administrative Agent to ensure the granting, perfection, and priority of such security interest, and
(iii) deliver to the Administrative Agent a favorable opinion of appropriate local counsel to the Loan Parties in connection with the items described in Section 7.01(b)6.12(f)(i) and (ii) above, addressed to the Administrative Agent and each Lender, as to the matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request.
(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 deem necessary or reasonably request in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement Supplements, other supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary CFC or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(yi) within 10 days after such formation or acquisition, cause such Subsidiary, 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 Obligations,
(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, in detail satisfactory to the Administrative Agent,
(iii) (A) within 60 days after such formation or acquisition, cause such Subsidiary to duly execute and deliver to the Administrative Agent Mortgages only with respect to fee owned real property with a value in excess of $1,000,000 owned by the entity that is the subject of such formation or acquisition, and (B) within 15 days after such formation or acquisition, cause such Subsidiary 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 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,
(iv) within 30 days after such formation or acquisition or such later date as may be agreed to by the Administrative Agent in its reasonable discretion, cause such Subsidiary to take whatever action (including, subject to the time limitations set forth in clause (iii) above, 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 Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition or such later date as may be agreed to by the Administrative Agent in its reasonable 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 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) within 60 days after such formation or acquisition or such later date as may be agreed to by the Administrative Agent in its reasonable discretion, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property with a value in excess of $1,000,000 owned by the entity that is the subject of such formation or acquisition Completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance) duly executed by each Loan Party relating thereto and if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required by this Agreement, 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 fee owned property, other than fee owned real property not constituting an Excluded Asset with a value less than $1,000,000, by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 10 days after request by the time of delivery Administrative Agent, furnish to the Administrative Agent a description of the compliance certificate set forth property so acquired in Section 7.01(e)detail satisfactory to the Administrative Agent,
(ii) within 60 days after such formation or acquisition or such later date as may be agreed to by the Administrative Agent in its reasonable discretion to the extent requested by the Administrative Agent, cause such Subsidiary (if it has not already done so), the applicable Loan Party to duly execute and deliver to the Administrative Agent Mortgages 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,
(iii) within 60 days after such formation or acquisition or such later date as may be agreed to by the Administrative Agent in its reasonable discretion, 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 guaranty 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) within 60 days after such formation or guaranty supplementacquisition or such later date as may be agreed to by the Administrative Agent in its reasonable discretion, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent with respect to such real property Completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance) duly executed by each Loan Party relating thereto and if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required by this Agreement, 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, guaranteeing provided, however, that to the Company’s obligations under extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Loan Documentsforegoing 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 time of delivery of the compliance certificate set forth in Section 7.01(e)Borrower’s expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of such the Loan Parties and their respective Subsidiaries (other than any CFC or a Subsidiary that is held directly or such newly-acquired property, indirectly by a CFC) in detail reasonably satisfactory to the Administrative Agent,
(cii) at within 15 days after such request or such later date as may be agreed to by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits reasonable discretion, duly execute and deliver, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC), cause such Subsidiary (if it has not already done so) , to duly execute and deliver deliver, to the Administrative Agent Supplemental Collateral DocumentsMortgages, 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 (or in substantially the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests and Pledged Debt in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of the applicable Loan Party under the Loan Documents,
(diii) at within 30 days after such request or such later date as may be agreed to by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(e)its reasonable discretion, take, and cause such Subsidiary (if it has not already done so) each Loan Party to take any actions required under the Security Agreement take, whatever action (including the recording of Mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Security Agreement, intellectual property security agreements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with their terms, and
(iv) within 30 days after such request or such longer date as may be granted by the Administrative Agent in its reasonable discretion, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to aftereach parcel of real property owned or held by the Loan Parties, Completed “Life-acquired property of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance) duly executed by each Loan Party relating thereto and if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance as required by this Agreement, 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.
(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 to which an effective Uniform Commercial Code financing statement is on file the Administrative Agent may deem necessary or desirable in obtaining the appropriate jurisdiction and which does not constitute deposit full benefits of, or securities accounts (as applicable) in perfecting and preserving the Liens of, such guaranties, Mortgages, supplements to which the provisions above Security Agreement, intellectual property security agreements and other security and pledge agreements.
(e) All deadlines in this Section 6.12 shall be applicable), such Loan Party may satisfy considered extended to the requirements of this Section 7.10 at extent agreed to by the time of delivery of the next certificate required pursuant to Section 7.01(b)applicable Agent in its reasonable discretion.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary of Holdings (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, or any Subsidiary that was formerly an Excluded Subsidiary becoming a Subsidiary that is not an Excluded Subsidiary (including in connection with the 2019 Corporate Restructuring Transactions), then the Borrowers shall, at the Borrowers’ expense:
(i) within thirty (30) days after such formation or acquisition, cause such Subsidiary, along with all of its Subsidiaries that are not Excluded Subsidiaries, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in the form of Exhibit F-1, guaranteeing the other Loan Parties’ obligations under the Loan Documents; provided that if any such Subsidiary is a direct Subsidiary of Holdings (other than an Excluded Subsidiary), such Subsidiary shall become a Borrower 126 126 under this Agreement pursuant to an assumption agreement reasonably acceptable to the Administrative Agent,
(ii) within thirty (30) days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of each such Subsidiary, in reasonable detail,
(iii) within thirty (30) days after such formation or acquisition, cause each such Subsidiary to (x) duly execute and deliver to the Administrative Agent, Security Agreement Supplements, IP Security Agreement Supplements (only with respect to any U.S. registrations and applications for registration of IP Rights included in the Collateral and excluding any “intent to use” trademark or service xxxx applications) (including delivery of all Pledged Interests in and of each such Subsidiary, and other security and pledge agreements but not with respect to any Excluded Assets (as defined in the Security Agreement), securing payment of all the Obligations of each such Subsidiary under the Loan Documents and constituting Liens on all such real and personal properties and (y) 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, 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 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, enforceable against all third parties in accordance with their terms,
(iv) within sixty (60) days after such formation or 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 such matters as the Administrative Agent may reasonably request,
(v) within ninety (90) days after such formation or acquisition, cause each such Subsidiary to (x) if any such Person owns any Material Properties, duly execute and deliver deeds of trust, trust deeds, deeds to secure debt, and mortgages, and (y) 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, 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(vi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to each Material Property owned 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 Material Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent and the Lenders hereby agree that, at the Lead Borrower’s election, the foregoing requirements may be satisfied with respect to Novanta Medical 127 127 Technologies Corp.. Laser Quantum Inc. and/or W.O.M. World of Medicine USA Inc. on or prior to the Third Restatement Date.
(b) Upon the acquisition of any property not constituting an Excluded Asset Material Property by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrowers shall, at the Company’s Borrowers’ expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause within thirty (30) days after 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 Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e)acquisition, furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-property so acquired property, in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within ninety (90) days after such acquisition, cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) applicable Loan Party to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 subject such property, enforceable against all third parties,
(iii) within ninety (90) days after such acquisition, deliver to the Supplemental Collateral 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 such matters as the Administrative Agent may reasonably request,
(iv) within ninety (90) 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, and mortgages 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
(v) as promptly as practicable after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, such real property title reports, environmental assessment reports, surveys, appraisals, flood zone certificates, evidence of compliance with zoning requirements and other reports and documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(c) Promptly after delivering supplements to the Administrative Agent delivered pursuant to this Section 7.10; 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 applicable6.02(h), such where applicable, deliver deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, or IP Security Agreement Supplements executed by the applicable Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)Party.
Appears in 1 contract
Samples: Credit Agreement (Novanta Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, then the Reporting Company shall, at the Reporting Company’s expense:
(yi) within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall approve), 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 supplement to the Guarantee Agreement (which supplement in the case of a Foreign Loan Party, may be subject to local law limitations in the jurisdictions in which such Foreign Loan Party is organized), guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 60 days after such formation or acquisition (or such longer period as the Administrative Agent shall approve), furnish to the Administrative Agent a description of the properties (other than Excluded Property) of such Subsidiary, in detail satisfactory to the Administrative Agent,
(iii) within 30 days after such formation or acquisition (or such longer period as the Administrative Agent shall approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent supplements to the Company Collateral Agreement, 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 4.02(b)(ii) and Section 6.18(a), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within 45 days after such formation or acquisition (or such longer period as the Administrative Agent shall approve), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the 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 property (other than Excluded Property) purported to be subject to supplements to the Company Collateral Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties, and
(v) within 45 days after such formation or acquisition (or such longer period as the Administrative Agent shall 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, or of counsel 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 not constituting an Excluded Asset by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or to the acquisition of any Network Assets extent required by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryLoan Documents, then the Reporting Company shall, at the Reporting Company’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause within 10 days after such Subsidiary acquisition (if it has not already done so), to duly execute and deliver to or such longer period as the Administrative Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(eshall approve), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-property so acquired property, in detail reasonably satisfactory to the Administrative Agent,
(cii) at within 15 days after such acquisition (or such longer period as the time of delivery of the compliance certificate set forth in Section 7.01(eAdministrative Agent shall approve), cause such Subsidiary (if it has not already done so) the applicable Loan Party to duly execute and deliver to the Administrative Agent Supplemental supplements to the Company Collateral Documents, Agreement and other security and pledge agreements (including instruments of the type specified in Section 6.18(a) as specified by and in form and substance reasonably satisfactory to the Administrative Agent 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 (or in substantially such longer period as the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(eAdministrative Agent shall approve), cause such Subsidiary (if it has not already done so) the applicable Loan Party to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 30 days after such acquisition (or such longer period as the properties Administrative Agent may 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, or of counsel 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 Company Collateral Agreement and the New HoldCo Debenture and other security and pledge agreements.
(d) Notwithstanding the foregoing:
(i) Excluded Property shall not constitute Collateral;
(ii) the Collateral provided by any Foreign Loan Party shall be subject to limitations imposed by local law of the jurisdiction in which such Foreign Loan Party is organized and shall be limited in scope to types of collateral available in such jurisdiction unless additional Collateral (other than Excluded Property) is requested by the Administrative Agent;
(iii) Guarantees from Foreign Loan Parties shall be subject to applicable maintenance of capital, corporate benefit, financial assistance and similar laws, rules and regulations;
(iv) notes evidencing intercompany loan obligations shall not be required to be delivered to the Administrative Agent pursuant to the Loan Documents except upon request of the Administrative Agent during an Event of Default (it being agreed that non-delivery prior to such request shall not impair perfection of a security interest in such notes and obligations by filing an “all assets” UCC financing statement or other method of perfection);
(v) the maximum amount payable by any Guarantor which is organized under the laws of the Grand Duchy of Luxembourg or which has its place of central administration in Luxembourg (a “Luxembourg Guarantor”), under any Guarantee shall be limited, at any time, to an aggregate amount (without duplication) not exceeding the greater of (A) ninety-five percent (95%) of such Luxembourg Guarantor’s net assets (capitaux propres) and its subordinated debt (dettes subordonnées) determined in accordance with article 34 of the Luxembourg law of 19 December 2002 on the Register of Commerce and Companies, on accounting and on annual accounts of the companies, as shown on the latest financial statements (comptes annuels) available at the date of this Agreement and approved by the shareholders of the applicable Luxembourg Guarantor and certified by the statutory or the independent auditor, and any (unaudited) interim financial statements signed by its board of managers (conseil de gérance) or board of directors (conseil d’administration), as the case may be and (B) ninety-five percent (95%) of such Luxembourg Guarantor’s net assets (capitaux propres) and its subordinated debt (dettes subordonnées) determined in accordance with article 34 of the Luxembourg law of 19 December 2002 on the register of Commerce and Companies, on accounting and on annual accounts of the companies, as shown on the latest financial statements (comptes annuels) available at the date of the relevant payment hereunder and approved by the shareholders of the applicable Luxembourg Guarantor and certified by the statutory or the independent auditor, and any (unaudited) interim financial statements signed by its board of managers (conseil de gérance) or board of directors (conseil d’administration), as the case may be;
(vi) should the financial information referred in subclauses (v)(A) and (v)(B) above not be available on the date the Guarantee is called, the relevant Luxembourg Guarantor’s net assets (capitaux propres) will be determined by the Administrative Agent or any other Person designated by the Administrative Agent, acting reasonably, in accordance with the Luxembourg accounting principles applicable to the relevant Luxembourg Guarantor and at the cost of such Luxembourg Guarantor;
(vii) the limitations set forth under subclauses (v)(A) and (v)(B) above shall not apply to any amounts borrowed under the Loan Documents and made available, in any form whatsoever, to the relevant Luxembourg Guarantor or any of its direct or indirect Subsidiaries; and
(viii) no Obligations will extend to include any obligation or liability and no security granted by a Luxembourg Guarantor will secure any Obligations, in each case, if to do so would be unlawful financial assistance in respect of the acquisition of shares in itself under Article 49-6 or would constitute a misuse of corporate assets (abus des biens sociaux) as defined at Article 171-1 of the Luxembourg Act on commercial companies of 10 August 1915, as amended.
(e) Notwithstanding the foregoing, no member of the Consolidated Group (other than the Company and its Subsidiaries, New HoldCo and its Domestic Subsidiaries which are direct or indirect owners of Equity Interests of the Company and any Lux Borrower) shall be required to comply with this Section 6.12 prior to the Certain Funds Termination Date. Within 60 days following the Certain Funds Termination Date, the Reporting Company shall cause each Subsidiary (other than Excluded Subsidiaries) to execute and deliver a guarantee agreement substantially in the form of the Guarantee Agreement with such changes as may be agreed by the Reporting Company and the Administrative Agent pursuant to which each such Subsidiary guarantees payment of the Obligations and to execute and deliver Collateral Documents and take actions to create and perfect Liens on Collateral (subject to the Supplemental Collateral Documents delivered pursuant to this Section 7.10; 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 other provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at 6.12) and, in connection therewith, to deliver customary evidence of authority and legal opinions as reasonably requested by the Administrative Agent.
(f) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, the Lenders agree that (i) the Administrative Agent shall be permitted, in circumstances where it reasonably determines that the cost of obtaining or perfecting a security interest in particular property (including the Equity Interests of Excluded Subsidiaries) is excessive in relation to the benefit afforded to the Lenders thereby, to exclude such property from the security creation and perfection requirements set forth herein or in any other Loan Document, (ii) the Administrative Agent may grant extensions of time for the creation of a security interest in or perfection of Liens on particular property or the joinder of a member of the Consolidated Group as a party to the Guarantee Agreement where it reasonably determines that such creation or perfection or joinder cannot be accomplished without undue effort or expense by the time of delivery or times at which it would otherwise be required by this Agreement or any other Loan Document and (iii) the obligations of the next certificate required pursuant Loan Parties to Section 7.01(b)create and perfect security interests in the Collateral shall be subject to the limitations in the Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Arris Group Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) property by any Loan Party, (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 and such property, in the reasonable judgment of the Administrative First Lien Collateral Agent, shall not already be subject to a perfected first priority security interest in favor of the Administrative First Lien Collateral Agent for the benefit of the First Lien Secured Parties or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company shall, in each case at the CompanyBorrower’s expense:
(ai) at within 30 days after such acquisition of property by any Loan Party (or such longer period as may be necessary to create the time of delivery of the compliance certificate set forth in Section 7.01(eLiens required hereby), duly execute and deliver, and cause such Subsidiary (if it has not already done so), each Loan Party to duly execute and deliver deliver, to the Administrative First Lien Collateral Agent a guaranty or guaranty supplementsuch additional mortgages, in form pledges, assignments, security agreement supplements, intellectual property security agreement supplements and substance reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documents, other security agreements as specified by by, and in form and substance reasonably satisfactory to the Administrative Agent First Lien Collateral Agent, securing payment of all the Obligations of such Loan Party under the Loan Documents and constituting Liens on all such properties;
(ii) within 30 days after such acquisition (or in substantially such longer period as may be necessary to create the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign SubsidiaryLiens required hereby), take, and other instruments cause each Loan Party to take, whatever action (including, without limitation, the recording of the type specified in Section 5.01(a)(iii))mortgages, and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by necessary or advisable in the Administrative reasonable opinion of the First Lien Collateral Agent to vest in the Administrative First Lien Collateral Agent (or in any representative of the Administrative First Lien Collateral Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Supplemental Collateral Documents mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 7.10; provided5.01(j), that enforceable against all third parties in accordance with their terms;
(iii) within 60 days after such acquisition, deliver to the First Lien Collateral Agent, upon the request of the First Lien Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the First Lien Collateral Agent and the other First Lien Secured Parties, of counsel for the Loan Parties reasonably acceptable to the First Lien Collateral Agent as to (1) the matters contained in clause (i) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party thereto enforceable in accordance with their terms, as to the matters contained in clause (ii) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (4) such other matters as the First Lien Collateral Agent may reasonably request;
(iv) as promptly as practicable after such acquisition, deliver, upon the reasonable request of the First Lien Collateral Agent, to the First Lien Collateral Agent with respect to after-each newly acquired parcel of real property of owned or held by each Loan Party and each newly acquired or newly formed Subsidiary title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the First Lien Collateral Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the First Lien Collateral Agent; and
(v) at any time and from time to time, promptly execute and deliver, and cause each Loan Party to execute and deliver, any and all further instruments and documents and take, and cause each Loan Party to take, all such other action as to which an effective Uniform Commercial Code financing statement is on file the First Lien Collateral Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements, including, without limitation, in the appropriate jurisdiction and which does not constitute deposit case of any newly formed Subsidiary incorporated in England or securities accounts (as to which Wales, completing the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery financial assistance whitewash procedures under Sections 155-158 of the next certificate required pursuant Companies Act to enable such Subsidiary to enter into any documents contemplated by this Agreement, including those requirements specifically set out in Section 7.01(b3.01(a)(iv).
Appears in 1 contract
Samples: First Lien Credit Agreement (U S Energy Systems Inc)
Covenant to Guarantee Obligations and Give Security. Upon (x) At the formation or acquisition of Borrowers’ expense, subject to any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by applicable limitation in any Loan Party, (y) the acquisition of any property not constituting an Excluded Asset by any Loan Party Document (including Equity Interests in a first-tier Foreign Subsidiary) if such propertySection 6.12), in take 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company shall, at the Company’s expensefollowing actions:
(a) at the time of delivery within ninety days of the compliance certificate set forth occurrence of any Grant Event (or such longer period as the Administrative Agent may agree in Section 7.01(eits reasonable discretion), ,
(i) cause such the Restricted Subsidiary (if it has not already done so), subject of the Grant Event to duly execute and deliver the Guaranty (or a joinder thereto);
(ii) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver the applicable Security Agreement (or a supplement thereto, including a Security Agreement Supplement);
(iii) cause the Restricted Subsidiary subject of the Grant Event to execute and deliver any applicable Intellectual Property Security Agreements with respect to its registered and applied for Intellectual Property constituting Collateral;
(iv) [reserved];
(v) cause the Restricted Subsidiary subject of the Grant Event (and any Loan Party of which such Restricted Subsidiary is a direct Subsidiary) to (A) if such Restricted Subsidiary has “opted into” Article 8 of the Uniform Commercial Code or is a Canadian Subsidiary, deliver any and all certificates representing its Equity Interests (to the Administrative extent certificated) that constitute Collateral and are required to be pledged pursuant to the applicable Security Agreement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law), (B) deliver the Global Intercompany Note (or a joinder thereto), (C) deliver all instruments evidencing Indebtedness held by such Restricted Subsidiary that constitute Collateral and are required to be pledged pursuant to the applicable Security Agreement, endorsed in blank, to the Collateral Agent and (D) if such Restricted Subsidiary is a guaranty or guaranty supplementForeign Subsidiary, deliver such additional security documents and enter into additional collateral arrangements in form and substance the jurisdiction of such Foreign Subsidiary reasonably satisfactory to the Administrative Agent, guaranteeing the Company’s obligations under the Loan Documents,; and
(bvi) at upon the time reasonable request of delivery of the compliance certificate set forth in Section 7.01(e), furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(c) at , take and cause the time of delivery Restricted Subsidiary the subject of the compliance certificate set forth in Section 7.01(e), cause Grant Event and each direct or indirect parent of such Restricted Subsidiary (if it has not already done so) that is required to duly execute and deliver become a Subsidiary Guarantor pursuant to the Administrative Agent Supplemental Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (or in substantially the form attached to the applicable Security Agreement, if applicable) (including delivery of all Pledged Agreement that holds Equity Interests in and of such Restricted Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) to take any such customary actions required under the Security Agreement (including the filing of UCC financing statements) as may be reasonably requested by necessary in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative Collateral Agent designated by it) valid and subsisting perfected Liens on the properties (subject to Permitted Liens) in the Supplemental Collateral Documents delivered pursuant Equity Interests of such Restricted Subsidiary and the personal property and fixtures of such Restricted Subsidiary to this Section 7.10the extent required by the Loan Documents, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vii) upon request of the Administrative Agent, deliver to the Administrative Agent a signed copy of a customary legal opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties. provided, that with respect actions relating to after-acquired Liens on real property of any Loan Party as to which an effective Uniform Commercial Code financing statement is on file in the appropriate jurisdiction are governed by Section 6.11(b) and which does not constitute deposit or securities accounts (as to which the provisions above shall be applicable), such Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b6.11(a).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary CFC or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC) by any Loan Party, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 30 days after such formation or acquisition (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at within 30 days after such formation or acquisition (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary or such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at within 45 days after such formation or acquisition (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, 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 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(div) at (A) within 30 days after such formation or acquisition (or such longer period as may be agreed by the time of delivery of the compliance certificate set forth Administrative Agent in Section 7.01(eits sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 personal properties purported to be subject to the Supplemental Collateral Documents Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with their terms, and (B) within 60 days after such formation or acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of mortgages) 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 real properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, and leasehold deeds of trust 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 (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 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) within 90 days after such formation or acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), deliver, upon the reasonable request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to after-acquired 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 prepared or customarily prepared in connection with such formations or acquisitions, 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 located in the United States, 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 shall, at the Borrower’s expense:
(i) within 30 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), furnish to which an effective the Administrative Agent a description of the property so acquired in detail satisfactory to the Administrative Agent,
(ii) within 45 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, 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) (A) within 30 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause the applicable Loan Party to take whatever action (including the filing of Uniform Commercial Code financing statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does subsisting Liens on such personal property, enforceable against all third parties and (B) within 60 days after such acquisition (or such longer period as may be agreed by the Administrative Agent in its sole discretion), cause the applicable Loan Party to take whatever action (including the recording of mortgages) 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,
(iv) 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) fully paid title insurance with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent insuring mortgages delivered pursuant to clause (iii) above to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not constitute deposit limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Liens acceptable to the Administrative Agent, 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 such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or securities accounts desirable and (B) 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 which the provisions matters contained in clauses (ii) and (iii) above shall and as to such other matters as the Administrative Agent may reasonably request, and
(v) within 90 days after any acquisition of real property (other any real property with a fair market value of less than $5,000,000) (or such longer period as may be applicableagreed by the Administrative Agent in its sole discretion), 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 prepared or customarily prepared in connection with such acquisitions, 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 30 days after such request (or such longer period as may satisfy be agreed by the requirements Administrative Agent in its sole discretion), 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 45 days after such request (or such longer period as may be agreed by the Administrative Agent in its sole discretion), 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 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) (A) within 30 days after such request (or such longer period as may be agreed by the Administrative Agent in its sole discretion), 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 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 personal properties purported to be subject to the Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.10 at 6.12, enforceable against all third parties in accordance with their terms, and (B) within 60 days after such request (or such longer period as may be agreed by the time of delivery Administrative Agent in its sole discretion), take, and cause each Subsidiary (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) of the next certificate required Borrower to take, whatever action (including the recording of mortgages) 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 real 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 7.01(b6.12, enforceable against all third parties in accordance with their terms (iv) within 60 days after such request (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 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 request, and
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary CFC or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC) by any Loan Party, then the Borrower shall, at the Borrower’s expense:
(yi) within 10 days after such formation or acquisition, cause such Subsidiary, 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 Obligations,
(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, in detail satisfactory to the Administrative Agent,
(iii) within 15 days after such formation or acquisition, cause such 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 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,
(iv) within 30 days after such formation or acquisition, cause such 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, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within 60 days after such formation or acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties 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 with a value in excess of $1,000,000 owned 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 real property not constituting an Excluded Asset with a value less than $1,000,000, by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at within 10 days after request by the time of delivery Administrative Agent, furnish to the Administrative Agent a description of the compliance certificate set forth property so acquired in Section 7.01(e)detail satisfactory to the Administrative Agent,
(ii) to the extent requested by the Administrative Agent, cause such Subsidiary (if it has not already done so), the applicable Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, 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,
(iii) 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 guaranty or guaranty supplementsigned 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) upon the request of the Administrative Agent in its sole discretion, 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, guaranteeing provided, however, that to the Company’s obligations under extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the Loan Documentsforegoing 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 time of delivery of the compliance certificate set forth in Section 7.01(e)Borrower’s expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of such the Loan Parties and their respective Subsidiaries (other than any CFC or a Subsidiary that is held directly or such newly-acquired property, indirectly by a CFC) in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(ewithin 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), cause such Subsidiary (if it has not already done so) , to duly execute and deliver deliver, to the Administrative Agent Supplemental Collateral Documentsdeeds of trust, trust deeds, deeds to secure debt, 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 (or in substantially the form attached to the Security Agreement, if applicable) (including delivery of all Pledged Equity Interests and Pledged Debt in and of such Subsidiary (limited to 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of the applicable Loan Party under the Loan Documents,
(diii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such request, take, and cause such Subsidiary (if it has not already done so) each Loan Party to take any actions required under the Security Agreement take, whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Security Agreement, intellectual property security agreements and security and pledge agreements delivered pursuant to this Section 7.10; provided6.12, that enforceable against all third parties in accordance with their terms, and
(iv) 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 after-acquired each parcel of real property of owned or held by the Loan Parties, 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.
(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 to which an effective Uniform Commercial Code financing statement is on file the Administrative Agent may deem necessary or desirable in obtaining the appropriate jurisdiction and which does not constitute deposit full benefits of, or securities accounts (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to which secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, supplements to the provisions above Security Agreement, intellectual property security agreements and other security and pledge agreements.
(e) All deadlines in this Section 6.12 shall be applicable), such Loan Party may satisfy considered extended to the requirements of this Section 7.10 at extent agreed to by the time of delivery of the next certificate required pursuant to Section 7.01(b)Administrative Agent in its sole discretion.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary of Holdings (other than an Unrestricted Subsidiary, any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Excluded Subsidiary) by any Loan Party, or any Subsidiary that was formerly an Excluded Subsidiary becoming a Subsidiary that is not an Excluded Subsidiary (including in connection with the 2019 Corporate Restructuring Transactions), then the Borrowers shall, at the Borrowers’ expense:
(i) within thirty (30) days after such formation or acquisition, cause such Subsidiary, along with all of its Subsidiaries that are not Excluded Subsidiaries, to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement in the form of Exhibit F-1, guaranteeing the other Loan Parties’ obligations under the Loan Documents; provided that if any such Subsidiary is a direct Subsidiary of Holdings (other than an Excluded Subsidiary), such Subsidiary shall become a Borrower under this Agreement pursuant to an assumption agreement reasonably acceptable to the Administrative Agent,
(ii) within thirty (30) days after such formation or acquisition, furnish to the Administrative Agent a description of the real and personal properties of each such Subsidiary, in reasonable detail,
(iii) within thirty (30) days after such formation or acquisition, cause each such Subsidiary to (x) duly execute and deliver to the Administrative Agent, Security Agreement Supplements, IP Security Agreement Supplements (only with respect to any U.S. registrations and applications for registration of IP Rights included in the Collateral and excluding any “intent to use” trademark or service mxxx applications) (including delivery of all Pledged Interests in and of each such Subsidiary, and other security and pledge agreements but not with respect to any Excluded Assets (as defined in the Security Agreement), securing payment of all the Obligations of each such Subsidiary under the Loan Documents and constituting Liens on all such real and personal properties and (y) 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, 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 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, enforceable against all third parties in accordance with their terms,
(iv) within sixty (60) days after such formation or 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 such matters as the Administrative Agent may reasonably request,
(v) within ninety (90) days after such formation or acquisition, cause each such Subsidiary to (x) if any such Person owns any Material Properties, duly execute and deliver deeds of trust, trust deeds, deeds to secure debt, and mortgages, and (y) 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, 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 the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(vi) as promptly as practicable after such formation or acquisition, deliver, upon the request of the Administrative Agent in its reasonable discretion, to the Administrative Agent with respect to each Material Property owned 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 Material Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent and the Lenders hereby agree that, at the Lead Borrower’s election, the foregoing requirements may be satisfied with respect to Novanta Medical Technologies Corp.. Laser Quantum Inc. and/or W.O.M. World of Medicine USA Inc. on or prior to the Third Restatement Date.
(b) Upon the acquisition of any property not constituting an Excluded Asset Material Property by any Loan Party (including Equity Interests in a first-tier Foreign Subsidiary) Party, 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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted SubsidiaryParties, then the Company Borrowers shall, at the Company’s Borrowers’ expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause within thirty (30) days after 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 Company’s obligations under the Loan Documents,
(b) at the time of delivery of the compliance certificate set forth in Section 7.01(e)acquisition, furnish to the Administrative Agent a description of the personal properties of such Subsidiary or such newly-property so acquired property, in detail reasonably satisfactory to the Administrative Agent,
(cii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within ninety (90) days after such acquisition, cause such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental 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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii)), and
(d) at the time of delivery of the compliance certificate set forth in Section 7.01(e), cause such Subsidiary (if it has not already done so) applicable Loan Party to take any actions required under the Security Agreement whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 subject such property, enforceable against all third parties,
(iii) within ninety (90) days after such acquisition, deliver to the Supplemental Collateral 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 such matters as the Administrative Agent may reasonably request,
(iv) within ninety (90) 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, and mortgages 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
(v) as promptly as practicable after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, such real property title reports, environmental assessment reports, surveys, appraisals, flood zone certificates, evidence of compliance with zoning requirements and other reports and documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(c) Promptly after delivering supplements to the Administrative Agent delivered pursuant to this Section 7.10; 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 applicable6.02(h), such where applicable, deliver deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, or IP Security Agreement Supplements executed by the applicable Loan Party may satisfy the requirements of this Section 7.10 at the time of delivery of the next certificate required pursuant to Section 7.01(b)Party.
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Samples: Credit Agreement (Novanta Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (other than an Unrestricted Subsidiary, any Foreign Subsidiary CFC if the execution by such CFC of a Guaranty would result in material adverse tax consequences or a Subsidiary that is held directly or indirectly by a Foreign SubsidiaryCFC) by any Loan Party, (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 or the acquisition of any Network Assets by any Excluded Subsidiary or (z) the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, then the Company Borrower shall, at the CompanyBorrower’s expense:
(ai) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 10 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 Company’s other Loan Parties’ obligations under the Loan Documents,
(bii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)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 such newly-acquired propertySubsidiary, in detail reasonably satisfactory to the Administrative Agent,
(ciii) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 15 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Supplemental Collateral DocumentsSecurity 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 (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 66% of voting equity interests of any Foreign Subsidiary), and other instruments of the type specified in Section 5.01(a)(iii4.01(a)(iii)), andsecuring payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(div) at the time of delivery of the compliance certificate set forth in Section 7.01(e)within 30 days after such formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take any actions required under the Security Agreement whatever action (including the filing of UCC Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be reasonably requested by 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 Supplemental Collateral Documents deeds Security Agreement Supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 7.106.12, 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; provided, such opinion shall be limited to the scope of the opinions delivered pursuant to Section 4.01(a)(vii); provided, that with respect the Administrative Agent may require that such opinion cover additional subject matters other than those subject matters covered in the opinions delivered pursuant to after-acquired property Section 4.01(a)(vii) if the Administrative Agent reasonably believes the inclusion of such new subjects is appropriate or otherwise desirable based upon such new Subsidiary’s assets, activities, condition or other characteristics.
(b) Upon the acquisition of any property having a value in excess of $100,000 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 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 reasonably 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 Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to which an effective 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 statement is statements, the giving of notices and the endorsement of notices on file title documents) may be necessary or advisable in the appropriate jurisdiction opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and which does not constitute deposit or securities accounts 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 which the provisions 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 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, such opinion shall be applicable), such Loan Party may satisfy limited to the requirements of this Section 7.10 at the time of delivery scope of the next certificate required opinions delivered pursuant to Section 7.01(b4.01(a)(vii); provided, that the Administrative Agent may require that such opinion cover additional subject matters other than those subject matters covered in the opinions delivered pursuant to Section 4.01(a)(vii) if the Administrative Agent reasonably believes the inclusion of such new subjects is appropriate or otherwise desirable based upon such new Subsidiary’s assets, activities, condition or other characteristics.
(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 (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 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 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 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 6.12, 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 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 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, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
