Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders), then the Credit Parties shall, at the Credit Parties’ expense: (i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents, (ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent, (iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its 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 Security Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties, (iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its 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 whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, (v) within fifteen (15) 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 Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request; and (vi) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. (b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense: (i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent, (ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties, (iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties, (iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and (v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent. (c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 2 contracts
Samples: Restructuring Support Agreement (American Apparel, Inc), Debtor in Possession Credit Agreement (American Apparel, Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign SubsidiariesCFC or a Subsidiary that is held directly or indirectly by a CFC) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then Intermediate Holdings and the Credit Parties Borrowers shall, at the Credit PartiesBorrowers’ expense:
(i) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Credit Parties’ obligations under the Loan DocumentsObligations,
(ii) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) as soon as reasonably practicable (but in any event within fifteen (15) 30 days (or 90 days in the case of Mortgages and related deliverables) after formation or acquisition or such longer period additional time as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionmay otherwise agree), 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 Mortgages, Security DocumentsAgreement supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting first priority Liens on all such real and personal properties,properties (subject to the Lien of Revolving Collateral Agent pursuant to the Revolving Credit Documents and Liens permitted pursuant to Section 7.01); provided that Mortgages shall not be required for any Excluded Real Property;
(iv) as soon as reasonably practicable (but in any event within fifteen (15) 30 days (or forty-five (4590 days in the case of Mortgages and related deliverables) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, after formation or acquisition or such longer period additional time as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionmay otherwise agree), 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 due recording or filing of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions documents) as are necessary or desirable under any applicable Law) may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to vest create and perfect in favor of the Administrative Agent (or in favor of any representative of the Administrative Agent designated by it) valid first and subsisting Liens on the properties purported to be subject to the Mortgages, Security Documents 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,; provided that Mortgages shall not be required for any Excluded Real Property;
(v) within fifteen together with the items delivered pursuant to clauses (15i), (iii) days after such formation or Acquisitionand (iv) above, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its sole discretionAgent, a signed copy of a favorable legal opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable (but in any event within 90 days or such additional time as the Administrative Agent may otherwise agree) after such formation or Acquisitionacquisition, deliver, upon the reasonable request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) Real Property owned or held by the entity that is the subject of such formation or Acquisition and that is acquisition, such documents, instruments, certificates (including but not limited to be subject to a Mortgage as provided in this Section 6.12Flood Certificates), appraisals, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable LawMortgage Policies, surveys, engineering, soils and other reports, and environmental assessment reports, each in scope, form reports and substance other information reasonably satisfactory to requested by the Administrative Agent, provided, however, that to the extent that any Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real propertyReal Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.;
(b) Upon the purchase or acquisition of any property Real Property (other than any Excluded Real Property) (as determined by the Borrowers in good faith) by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then Intermediate Holdings and the Credit Parties Borrowers shall, at the Credit PartiesBorrowers’ expense:
(i) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such purchase or acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,;
(ii) as soon as reasonably practicable (but in any event within fifteen (15) 90 days (after purchase or acquisition or such longer period additional time as agreed by the Administrative Agent in its discretionmay otherwise agree) after such purchase or acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent Mortgages, Security Documents (to the extent not already delivered)Agreement supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting first priority Liens on all such properties,;
(iii) as soon as reasonably practicable (but in any event within fifteen (15) 90 days (after purchase or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgageacquisition or such additional time as the Administrative Agent may otherwise agree) after such purchase or acquisition, cause the applicable Credit Loan Party to take whatever action (including the due recording or filing of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawdocuments) as may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to vest create and perfect in favor of the Administrative Agent (or in favor of any representative of the Administrative Agent designated by it) for the benefit of the Secured Parties valid first and subsisting Liens on such property, enforceable against all third parties,parties in accordance with their terms (subject to the Liens permitted pursuant to Section 7.01);
(iv) within fifteen together with the items delivered pursuant to clauses (15ii) days and (or forty-five (45iii) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisitionabove, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its sole discretionAgent, a signed copy of a favorable legal opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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 soon as reasonably practicable (but in any event within 90 days or such additional time as the Administrative Agent may otherwise agree) after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)purchase or acquisition, deliver, upon the reasonable request of the Administrative Agent in its sole discretion Agent, to the Administrative Agent with respect to such real property that is Real Property such documents, instruments, certificates (including but not limited to be subject to a Mortgage as provided in this Section 6.12Flood Certificates), flood zone determination formsappraisals, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and Mortgage Policies, surveys, engineering, soils and other reports, and environmental assessment reportsreports and other information reasonably requested by the Administrative Agent, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit 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; and
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of a Default, Intermediate Holdings and the Borrowers shall, at the Borrowers’ expense:
(i) within 30 days after such request (unless such Default is cured or waived within such 30 day period), furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties in detail reasonably satisfactory to the Administrative Agent;
(ii) unless such Default is cured or waived within such period, as soon as reasonably practicable (but in any event within 30 days (or 90 days in the case of Mortgages and related deliverables) after such request or such additional time as the Administrative Agent may otherwise agree), duly execute and deliver, and cause each Subsidiary (other than any Immaterial Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) of each Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of Mortgages, Security Agreement supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity and Pledged Indebtedness 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) unless such Default is cured or waived within such period, as soon as reasonably practicable (but in any event within 30 days (or 90 days in the case of Mortgages and related deliverables) after such request or such additional time as the Administrative Agent may otherwise agree), take, and cause each Subsidiary (other than any Immaterial Subsidiary, any CFC or a Subsidiary that is held directly or indirectly by a CFC) of each Borrower to take, whatever action (including the due recording and filing of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) may be necessary or advisable in the reasonable opinion of the Administrative Agent to create and perfect in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid first and subsisting Liens on the properties purported to be subject to Mortgages, Security Agreement supplements, IP Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms (subject to the Liens permitted pursuant to Section 7.01);
(iv) unless such Default is cured or waived within such period, together with the items delivered pursuant to clauses (ii) and (iii) above, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent, a signed copy of a legal opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request; and
(v) unless such Default is cured or waived within such period, as soon as reasonably practicable (but in any event within 90 days or such additional time as the Administrative Agent may otherwise agree), deliver, upon the reasonable request of the Administrative Agent, to the Administrative Agent with respect to each parcel of Real Property owned or held by the Borrowers and their respective Subsidiaries, such documents, instruments, certificates (including but not limited to Flood Certificates), appraisals, title reports, Mortgage Policies, surveys, engineering, soils and other reports, environmental assessment reports and other information reasonably requested by the Administrative Agent, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real propertyReal Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 2 contracts
Samples: Credit Agreement (Exopack Holding Corp), Credit Agreement (Exopack Holding Corp)
Covenant to Guarantee Obligations and Give Security. Upon (ax) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after Subsidiaries by any Loan Party or (y) the Closing Date acquisition of any personal property or real property fee interests (other than any Foreign Subsidiariesreal property fee interest on which the only business conducted by the Borrower or any of its Subsidiaries is the operation of a Dialysis Facility and services related or incidental thereto) (providedby any Loan Party, that prior to any such formation or Acquisitionwhich, such Credit Party shall have received in the written consent judgment of the Required Lenders)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 Credit Parties Borrower shall, in each case at the Credit Parties’ Borrower’s expense:
(i) within ten (10) days (in connection with the formation or such longer period as agreed by acquisition of a wholly-owned Domestic Subsidiary, not later than 15 Business Days following the Administrative Agent last day of the Fiscal Quarter in its discretion) after which such formation or Acquisitionacquisition occurs, cause each such Domestic Subsidiary, and cause each direct and indirect parent and Subsidiary of such Domestic Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guarantee or guarantee supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents, and, in connection with the formation or acquisition of a Foreign Subsidiary, not later than 15 Business Days following the last day of the Fiscal Quarter in which such formation or acquisition occurs, pledge or, cause its respective Subsidiary to pledge, to the Administrative Agent for the benefit of the Secured Parties 65% of the Equity Interests in such Foreign Subsidiary,
(ii) within ten (10) days (or such longer period as agreed by not later than 15 Business Days following the Administrative Agent last day of the Fiscal Quarter in its discretion) after which such formation or Acquisitionacquisition occurs, furnish to the Administrative Agent a description of (A) the real and material personal properties and such real property fee interests of such Subsidiarywholly-owned Domestic Subsidiary and (B) such property which was not previously subject to such perfected security interest, in each case in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by not later than 15 Business Days following the Administrative Agent last day of the Fiscal Quarter in its discretion) after which such formation or Acquisitionacquisition occurs, duly execute and deliver, and cause each such wholly-owned Domestic Subsidiary and each direct and indirect parent of such wholly-owned Domestic Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent Security Documentspledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing Agent, with respect to the Capital Stock Equity Interests in and assets of such Subsidiary), securing payment of all the Obligations of wholly-owned Domestic Subsidiary and such Subsidiary or such parent, as the case may be, under the Loan Documents personal property and constituting Liens on all such real and personal propertiesproperty fee interests,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all not later than 15 Business Days following the last day of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (the Fiscal Quarter in each case, or such longer period as agreed by the Administrative Agent in its discretion) after which such formation or Acquisitionacquisition occurs, take, and cause such wholly-owned Subsidiary and each direct and indirect or such parent of such Subsidiary (if it has not already done so) to take take, whatever action (including the recording of Mortgagesincluding, without limitation, the filing of Uniform Commercial Code financing statements, the filing of mortgages or deeds of trust, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents pledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements delivered pursuant to this Section 6.125.01(j), enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) not later than 45 days after following the last day of the Fiscal Quarter in which such formation or Acquisitionacquisition occurs, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinionopinion (subject to customary qualifications, limitations and exceptions), addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionguarantees, deliverguarantee supplements, upon the request pledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements being legal, valid and binding obligations of the Administrative Agent respective Loan Party thereto enforceable in its sole discretionaccordance with their terms, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses clause (iiiv) above, as to such recordings, filings, notices, endorsements and (iii) above other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Administrative Agent may reasonably request, and
(vvi) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At at any time upon request of the Administrative Agent or the Required Lendersand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsguaranties, pledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements.
Appears in 2 contracts
Samples: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign SubsidiariesCFC or a Subsidiary that is held directly or indirectly by a CFC) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock 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 real and personal properties,
(iv) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, 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 Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Documents 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 fifteen (15) 60 days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionacquisition, 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 having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, acquisition title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit 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 Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 15 days (or such longer period as agreed by after the Administrative Agent in its discretion) after delivers to the Borrower the appropriate form which may be delivered on the date of or following such acquisition, cause the applicable Credit 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 Documents (to the extent not already delivered)Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Loan Party to take whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawdocuments) may be reasonably necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) 60 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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 fee owned a real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)property, deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b,
(c) or any Loan Document 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 contrary, (A) no more than 65% Administrative Agent a description of the voting Capital Stock real and 100% personal properties of the non-voting Capital Stock 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 (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 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 (other than any Foreign CFC or a Subsidiary formed that is held directly or acquired 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 Credit Party shall be required 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 interest 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 (Biii) notwithstanding clause above, and as to such other matters as the Administrative Agent may reasonably request, and
(Av) 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 anything 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 Document 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 contraryreceipt thereof, no Capital Stock which is directly or indirectly owned by any CFC shall be subject delivered to the security interest of the Administrative Agent.
(cd) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security DocumentsAgreement Supplements, IP Security Agreement Supplements and other security and pledge agreements.
Appears in 2 contracts
Samples: Credit Agreement (Harvard Bioscience Inc), Credit Agreement (Harvard Bioscience Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign SubsidiariesCFC or a Subsidiary that is held directly or indirectly by a CFC) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, 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 Security 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 (including delivery of all certificates representing instruments of the Capital Stock type specified in and of such SubsidiarySection 4.01(a)(iv)(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 fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, 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 Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or reasonably advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents 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 fifteen (15) 60 days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionacquisition, 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 having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, acquisition title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit 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 Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent Security Documents (deeds of trust, trust deeds, deeds to the extent not already delivered)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, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Loan Party to take whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawdocuments) may be necessary or reasonably advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) 60 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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 fee owned a real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)property, deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b,
(c) Upon the request of the Administrative Agent or any Loan Document following the occurrence and during the continuance of a Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such request, furnish to the contrary, (A) no more than 65% Administrative Agent a description of the voting Capital Stock real and 100% personal properties of the non-voting Capital Stock Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(ii) Within 15 days after such request, duly execute and deliver, and cause each Loan Party and each of their Subsidiaries (other than any Foreign CFC or a Subsidiary formed that is held directly or acquired indirectly by a CFC) (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 reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Debt in and of such Person, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Person under the Loan Documents and constituting Liens on all such properties,
(iii) within 30 days after such request, take, and cause each Loan Party and each of their Subsidiaries (other than any Credit Party shall CFC or a Subsidiary that is held directly or indirectly by a CFC) 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 required 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 interest 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 reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (Biii) notwithstanding clause above, and as to such other matters as the Administrative Agent may reasonably request, and
(Av) 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 anything 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 Document 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 contraryreceipt thereof, no Capital Stock which is directly or indirectly owned by any CFC shall be subject delivered to the security interest of the Administrative Agent.
(cd) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders may deem necessary or reasonably desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsguaranties, 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.
Appears in 2 contracts
Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc)
Covenant to Guarantee Obligations and Give Security. Upon (ax) Upon the request of the Administrative Agent, following the occurrence and during the continuance of a Default, (y) the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after Subsidiaries by any Loan Party or (z) the Closing Date (other than acquisition of any Foreign Subsidiaries) (providedproperty by any Loan Party, that prior to any and such formation or Acquisitionproperty, such Credit Party shall have received in the written consent judgment of the Required LendersAdministrative Agent, shall not already be subject to a perfected security interest in favor of the Collateral Agent for the benefit of the Secured Parties (except to the extent the applicable Loan Party is prohibited by law or contract), then the Credit Parties shall, in each case at the Credit Parties’ BMCA’s reasonable expense:
(i) in connection with the formation or acquisition of a Subsidiary that is not (x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC, within ten (10) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause each such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary owned by BMCA (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement and a security agreement supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations Obligations under the Loan DocumentsDocuments and providing security in respect of such guaranty, except in the case of Elk and its Subsidiaries as of the date of the Merger, deliver such documents on or prior to the date of the Merger,
(ii) within ten (10) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such request, formation or Acquisition, acquisition furnish to the Administrative Agent a description of the real and personal properties of such Subsidiarythe Loan Parties and their respective Subsidiaries which are, or are required in accordance with the terms of the Loan Documents to become, Loan Parties, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15x) 15 days after a request or acquisition of personal property or (y) within 60 days after a request or such longer period as agreed acquisition of real property, in each case, by any Loan Party, except, in the Administrative Agent in case of Elk and its discretionSubsidiaries, 90 days after consummation of the Merger, (A) after such formation or Acquisitionduly execute and deliver, and cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) Loan Party to duly execute and deliver deliver, to the Administrative Agent Security Documentssuch additional Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by by, and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary)Agent, securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, Loan Party under the Loan Documents and constituting creating Liens on all such real properties and personal properties(B) such formation or acquisition of any new Subsidiary which is, or is required to become, a Loan Party, duly execute and deliver and cause each Subsidiary to duly execute and deliver to the Collateral Agent, Mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and other security agreements as specified by, and in form and substance satisfactory to the Administrative Agent, securing payment of all of the Obligations of such Subsidiary under the Loan Documents; provided that (A) the stock of any Subsidiary held by a CFC shall not be pledged and (B) if such new property is Equity Interests in a CFC, only 66% of such Equity Interests shall be pledged in favor of the Secured Parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii5.01(k)(iv)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) within 30 days after such request, formation or Acquisitionacquisition, take, and cause such Subsidiary each Loan Party and each direct and indirect parent of such newly acquired or newly formed Subsidiary (if it has not already done soother than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take take, whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or reasonably advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative representatives of the Administrative Collateral Agent designated by itsuch entity) valid and subsisting Liens on the properties purported to be subject to the Security Documents mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements delivered pursuant to this Section 6.125.01(j), enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) 60 days after such request, formation or Acquisitionacquisition or, in the case of Elk and its Subsidiaries, 90 days after consummation of the Merger (or such later date as may be agreed to by the Administrative Agent), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, exercised reasonably, a signed copy of a favorable opinion, addressed to the Administrative Agents, the Collateral Agent and the other Secured PartiesLenders, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to (1) the matters contained in clauses (i), (iii) and (iv) above, (2) such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, as to the matters contained in clause (iv) above, (3) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, (4) matters of corporate formalities as the Administrative Agent may request, and (5) such other matters as the Administrative Agent may reasonably request; and,
(vi) as promptly as practicable after such request, formation or Acquisitionacquisition, deliver, upon the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent Agent, upon its reasonable request with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is the subject of such formation a CFC or Acquisition and a Subsidiary that is to be subject to held directly or indirectly by a Mortgage as provided in this Section 6.12CFC), title reportsreports and title insurance, land surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit 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 Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(vvii) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At at any time upon request of the Administrative Agent or the Required Lendersand from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, all such other action as the Administrative Agent or the Required Lenders may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsguaranties, mortgages, pledges, assignments, security agreement supplements, intellectual property security agreement supplements and security agreements.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Building Materials Manufacturing Corp), Bridge Loan Agreement (BMCA Acquisition Sub Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Subsidiary that is a wholly-owned Material Domestic Subsidiary after by any Loan Party, the Closing Date (other than any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders), then the Credit Parties Borrower shall, at the Credit Parties’ expense:Borrower’s 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):
(i) within ten (10) 30 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent shall agree in its sole discretion) after such formation or Acquisition), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee 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 other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 15 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent shall agree in its sole discretion) after such formation or Acquisition), furnish to the Administrative Agent a description of the real and personal properties any Material Real Property of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 45 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent shall agree 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 duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt and mortgages in respect of any Material Real Property of such Subsidiary and Security DocumentsAgreement Supplements, as specified by IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii), in each case constituting Collateral), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen 60 days after such formation or acquisition (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent shall agree 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 whatever action all reasonable actions (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions documents) as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Documents 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 fifteen (15) 60 days after such formation or Acquisitionacquisition (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 in its sole discretionAgent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionacquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver, upon the reasonable request of the Administrative Agent in its sole discretionAgent, to the Administrative Agent Agent, with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property Material Real Property that is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12acquisition, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, 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 Credit 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 (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 Credit Party following the Closing Date (providedLoan Party, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), and if such property, in the reasonable judgment of the Administrative AgentAgent (to the extent such property is material), shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, upon the reasonable request of the Administrative Agent, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 15 days after such acquisition (or such longer period as agreed by the Administrative Agent shall agree in its sole discretion) after such acquisition), furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 45 days after such acquisition (or such longer period as agreed by the Administrative Agent shall agree in its sole discretion) after such acquisition), cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, mortgage modifications, Security Documents Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the extent not already delivered), as specified by and Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) 60 days after such acquisition (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisitionlonger period as the Administrative Agent shall agree in its sole discretion), cause the applicable Credit Loan Party to take whatever action all reasonable actions (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawdocuments) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) 60 days after such acquisition (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viiilonger period as the Administrative Agent shall agree in its sole discretion)) after such acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its sole discretionAgent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Credit 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 fee owned real property having a fair market value greater than $2,500,000 Material Real Property (unless substantially all of or such property is subject to a Lien permitted by Section 7.03(a)(viiilonger period as the Administrative Agent shall agree in its sole discretion), deliver, upon the reasonable request of the Administrative Agent in its sole discretion Agent, to the Administrative Agent Agent, with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12property, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) 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 Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained ,
(c) 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 this Section 6.12(b) or any Loan Document its sole discretion), furnish to the contrary, (A) no more than 65% Administrative Agent a description of the voting Capital Stock material real and 100% personal properties of the non-voting Capital Stock 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 already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii), 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 Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary to vest in the Administrative Agent (or in any Foreign Subsidiary formed or acquired representative of the Administrative Agent designated by any Credit Party shall be required 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 interest 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 (B) notwithstanding clause (A) or anything in any the other Lenders, of counsel for the Loan Document Parties reasonably acceptable to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or as to the Required Lendersmatters contained in clauses (ii) and (iii) above, promptly execute and deliver any and all further instruments and documents and take all as to such other action matters as the Administrative Agent or the Required Lenders may deem necessary or desirable in obtaining the full benefits ofreasonably request, or (as applicable) in perfecting and preserving the Liens of, such Security Documents.and
Appears in 2 contracts
Samples: Credit Agreement (MSCI Inc.), Credit Agreement (MSCI Inc.)
Covenant to Guarantee Obligations and Give Security. Upon (ax) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after Subsidiaries by any Loan Party or (y) the Closing Date acquisition of any personal property or real property fee interests (other than any Foreign Subsidiariesreal property fee interest on which the only business conducted by the Borrower or any of its Subsidiaries is the operation of a Dialysis Facility and services related or incidental thereto) (providedby any Loan Party, that prior to any such formation or Acquisitionwhich, such Credit Party shall have received in the written consent judgment of the Required Lenders)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 Credit Parties Borrower shall, in each case at the Credit Parties’ Borrower's expense:
(i) within ten (10) days (in connection with the formation or such longer period as agreed by acquisition of a wholly-owned Domestic Subsidiary, not later than 15 Business Days following the Administrative Agent last day of the Fiscal Quarter in its discretion) after which such formation or Acquisitionacquisition occurs, cause each such Domestic Subsidiary, and cause each direct and indirect parent and Subsidiary of such Domestic Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guarantee or guarantee supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ ' obligations under the Loan Documents, and, in connection with the formation or acquisition of a Foreign Subsidiary, not later than 15 Business Days following the last day of the Fiscal Quarter in which such formation or acquisition occurs, pledge or, cause its respective Subsidiary to pledge, to the Administrative Agent for the benefit of the Secured Parties 65% of the Equity Interests in such Foreign Subsidiary,
(ii) within ten (10) days (or such longer period as agreed by not later than 15 Business Days following the Administrative Agent last day of the Fiscal Quarter in its discretion) after which such formation or Acquisitionacquisition occurs, furnish to the Administrative Agent a description of (A) the real and material personal properties and such real property fee interests of such Subsidiarywholly-owned Domestic Subsidiary and (B) such property which was not previously subject to such perfected security interest, in each case in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by not later than 15 Business Days following the Administrative Agent last day of the Fiscal Quarter in its discretion) after which such formation or Acquisitionacquisition occurs, duly execute and deliver, and cause each such wholly-owned Domestic Subsidiary and each direct and indirect parent of such wholly-owned Domestic Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent Security Documentspledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing Agent, with respect to the Capital Stock Equity Interests in and assets of such Subsidiary), securing payment of all the Obligations of wholly-owned Domestic Subsidiary and such Subsidiary or such parent, as the case may be, under the Loan Documents personal property and constituting Liens on all such real and personal propertiesproperty fee interests,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all not later than 15 Business Days following the last day of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (the Fiscal Quarter in each case, or such longer period as agreed by the Administrative Agent in its discretion) after which such formation or Acquisitionacquisition occurs, take, and cause such wholly-owned Subsidiary and each direct and indirect or such parent of such Subsidiary (if it has not already done so) to take take, whatever action (including the recording of Mortgagesincluding, without limitation, the filing of Uniform Commercial Code financing statements, the filing of mortgages or deeds of trust, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents pledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements delivered pursuant to this Section 6.125.01(j), enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) not later than 45 days after following the last day of the Fiscal Quarter in which such formation or Acquisitionacquisition occurs, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinionopinion (subject to customary qualifications, limitations and exceptions), addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionguarantees, deliverguarantee supplements, upon the request pledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements being legal, valid and binding obligations of the Administrative Agent respective Loan Party thereto enforceable in its sole discretionaccordance with their terms, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses clause (iiiv) above, as to such recordings, filings, notices, endorsements and (iii) above other actions being sufficient to create valid perfected Liens on such properties, and as to such other matters as the Administrative Agent may reasonably request, and
(vvi) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At at any time upon request of the Administrative Agent or the Required Lendersand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsguaranties, pledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements.
Appears in 2 contracts
Samples: Credit Agreement (Davita Inc), Credit Agreement (Davita Inc)
Covenant to Guarantee Obligations and Give Security. Upon (ax) Upon the request of the Administrative Agent, following the occurrence and during the continuance of a Default or (y) the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than Subsidiaries by any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then the Credit Parties shall, in each case at the Credit Parties’ BMCA’s reasonable expense:
(i) in connection with the formation or acquisition of a Subsidiary that is not (x) a CFC or (y) a Subsidiary that is held directly or indirectly by a CFC, within ten (10) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause each such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary owned by BMCA (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement and a security agreement supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations Obligations under the Loan DocumentsDocuments and providing security in respect of such guaranty, except in the case of Elk and its Subsidiaries as of the date of the Merger, deliver such documents on or prior to the date of the Merger,
(ii) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such request, formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real take, and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, cause such Subsidiary each Loan Party and each direct and indirect parent of such newly acquired or newly formed Subsidiary (if it has not already done soother than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to duly execute and deliver to the Administrative Agent Security Documentstake, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its 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 whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, statements and the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawnotices) may be necessary or reasonably advisable in the reasonable opinion of the Administrative Collateral Monitoring Agent to vest in the Administrative Collateral Monitoring Agent (or in any representative representatives of the Administrative Collateral Monitoring Agent designated by itsuch entity) valid and subsisting Liens on the properties purported to be subject to the Security Documents pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 6.125.01(j), enforceable against all third parties in accordance with their terms,
(viii) within fifteen (15) 60 days after such request, formation or Acquisitionacquisition or, in the case of Elk and its Subsidiaries, 90 days after consummation of the Merger (or such later date as may be agreed to by the Administrative Agent), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request; and
(vi) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretionexercised reasonably, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Lender Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained (1) such guaranties, guaranty supplements, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in clauses accordance with their terms, (ii2) such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (iii3) above and as to such other matters as the Administrative Agent may reasonably request, and
(viv) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At at any time upon request of the Administrative Agent or the Required Lendersand from time to time, promptly execute and deliver deliver, and cause to execute and deliver, each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) any and all further instruments and documents and take take, and cause each Loan Party and each newly acquired or newly formed Subsidiary (other than any Subsidiary that is a CFC or a Subsidiary that is held directly or indirectly by a CFC) to take, all such other action as the Collateral Monitoring Agent and/or the Administrative Agent or the Required Lenders may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsguaranties, assignments, security agreement supplements and security agreements.
Appears in 2 contracts
Samples: Revolving Credit Agreement (BMCA Acquisition Sub Inc.), Revolving Credit Agreement (Building Materials Manufacturing Corp)
Covenant to Guarantee Obligations and Give Security. (aI) Upon (A) the formation occurrence and during the continuance of a Default or Acquisition (B) the Index Debt of CBI being rated lower than BB- by any Credit Party of any new direct S&P or indirect Domestic Subsidiary after the Closing Date (other than any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Ba3 by Xxxxx'x, then the Credit Parties each Borrower shall, in each case at such Borrower's expense and to the Credit Parties’ expensefullest extent permitted under the Certificate of Designation and the IXC 9% Indenture:
(i1) as soon as practicable but in any event within ten (10) 20 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionthereafter, furnish to the Administrative Agent a description of the real and personal properties of each of the Loan Parties and their respective Subsidiaries (by street address and property type maintained at such Subsidiary, address) in detail reasonably satisfactory to the Administrative Agent;
(2) within 10 days thereafter, cause each Subsidiary (other than a CFC) (to the extent it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or Guaranty Supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties' obligations under the Loan Documents,
(iii3) within fifteen (15) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionthereafter duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent Security Documentsmortgages, pledges, assignments, security agreement supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary)Agent, securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal propertiesproperties (other than fiber in which an IRU has been granted prior to the date hereof or pursuant to 5.02(e)(i) or 5.02(e)(viii)(B)),
(iv4) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each casethereafter, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitiontake, and cause such Subsidiary and each direct and indirect or such parent of such Subsidiary (if it has not already done so) to take take, whatever action (including including, without limitation, the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on and security interests in the real and personal properties purported to be subject to the Security Documents mortgages, pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 6.125.01(j), enforceable against all third parties in accordance with their terms,
(v5) within fifteen (15) 35 days after such formation or Acquisitionthereafter, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent (x) as to the matters contained in clauses (i), 1) through (iii) and (iv4) above, as to such guaranties, guaranty supplements, mortgages, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, (y) as to the matters contained in clause (4) above, as to such recordings, filings, notices, endorsements and other actions being sufficient to create valid perfected Liens on such properties, and (z) as to such other matters as the Administrative Agent may reasonably request; and,
(vi6) as promptly as practicable after such formation or Acquisitionthereafter, 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 having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such request, formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, acquisition title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, providedPROVIDED, howeverHOWEVER, that to the extent that any Credit 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.,
(b7) upon the occurrence and during the continuance of a Default, promptly cause to be deposited any and all cash dividends paid or payable to it or any of its Subsidiaries from any of its Subsidiaries from time to time into the Administrative Agent's Account, and with respect to all other dividends paid or payable to it or any of its Subsidiaries from time to time, promptly execute and deliver, or cause such Subsidiary to promptly execute and deliver, as the case may be, any and all further instruments and take or cause such Subsidiary to take, as the case may be, all such other action as the Administrative Agent may deem necessary or desirable in order to obtain and maintain from and after the time such dividend is paid or payable a perfected, first priority lien on and security interest in such dividends,
(8) at any time and from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or in perfecting and preserving the Liens of, such guaranties, mortgages, pledges, assignments, security agreement supplements and security agreements; and
(II) Upon (A) the formation or acquisition of any property new direct or indirect Subsidiaries by any Credit Loan Party following (other than CBT or any of CBT's Subsidiaries) or (B) the Closing Date date on which (provided, that prior to any such acquisition x) all contracts or indentures or the Certificate of any property, such Credit Party shall have received the written consent of the Required Lenders), if such propertyDesignation, in effect on the reasonable judgment date hereof that limit, restrict or prohibit the creation, pledge or assignment of the Administrative Agent, shall not already be subject to a perfected first priority security interest in the Excluded Equity Interests (subject as defined in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents Agreements) are no longer in effect or (y) the creation, pledge or assignment of such security interest is subject to a Lien permitted by Section 7.03(a)(viii))no longer prohibited, then the Credit Parties each Borrower shall, in each case at the Credit Parties’ such Borrower's expense:
(i1) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisitionthereafter, cause the applicable Credit Party each Subsidiary, to duly execute and deliver to the Administrative Agent Security Documents (a guaranty or Guaranty Supplement, in form and substance satisfactory to the extent Administrative Agent, guaranteeing the other Loan Parties' obligations under the Loan Documents,
(2) within 15 days thereafter duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already delivered)done so) to duly execute and deliver, to the Administrative Agent pledges, assignments, security agreement supplements and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such properties,personal property;
(iii3) within fifteen (15) 30 days (thereafter, take, and cause such Subsidiary or forty-five (45) days with respect such parent to fee owned real property required to be subject to a Mortgage) after such acquisitiontake, cause the applicable Credit Party to take whatever action (including the recording of Mortgagesincluding, without limitation, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such propertyand security interests in the personal property purported to be subject to the pledges, assignments, security agreement supplements and security agreements delivered pursuant to this Section 5.01(j) enforceable against all third partiesparties in accordance with their terms,
(iv4) within fifteen (15) 35 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisitionthereafter, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent (x) as to the matters contained in clauses (ii1) through (3) above, as to such guaranties, Guaranty Supplements, pledges, assignments, security agreement supplements and security agreements being legal, valid and binding obligations of each Loan Party party thereto enforceable in accordance with their terms, (y) as to the matters contained in clause (3) above, as to such recordings, filings, and other actions being sufficient to create valid perfected Liens on such properties, and (iiiz) above and as to such other matters as the Administrative Agent may reasonably request, and
(v5) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At at any time upon request of the Administrative Agent or the Required Lendersand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsguaranties, pledges, assignments, security agreement supplements and security agreements.
Appears in 1 contract
Samples: Credit Agreement (Broadwing Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Material Restricted Subsidiary after the Closing Date (other than any Foreign SubsidiariesCFC or any Subsidiary that is held directly or indirectly by a CFC) by any Loan Party (providedincluding by designation of an existing Unrestricted Subsidiary as a Restricted Subsidiary and any Restricted Subsidiary ceasing to be an Immaterial Subsidiary) or (y) in the case of Alliant Arizona, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent occurrence of an Alliant Arizona Trigger Event and the Required Lenders)designation of Alliant Arizona as a Restricted Subsidiary, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days (or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Restricted Subsidiary, and cause each direct and indirect parent and Subsidiary of such Restricted Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 30 days (or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real Material Real Estate and personal properties of such Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 30 days (or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) to (A) duly execute and deliver to the Administrative Agent Security DocumentsAgreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Restricted Subsidiary (other than Equity Interests in any Immaterial Subsidiary and any Unrestricted Subsidiary), and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Restricted Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real personal property and personal properties(B) deliver such evidence of its existence, good standing, and authority to take such actions, as is reasonably requested by the Administrative Agent,
(iv) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents 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 fifteen 30 days (15or such longer period as may be reasonably acceptable to the Administrative Agent) days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinionopinion or opinions, addressed to the Administrative Agent Agent, the L/C Issuers, the Swing Line Lender, and the other Secured PartiesLenders, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Samples: Credit Agreement
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the designation of any Subsidiary as a Restricted Subsidiary (other than a Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary), (y) the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic New Subsidiary after the Closing Date (other than an Unrestricted Subsidiary, a Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) by any Foreign SubsidiariesLoan Party that is required to become a Guarantor, Grantor and, if applicable, Pledgor under Section 7.08, or (yz) (providedthe acquisition of any property by any Loan Party if such property, that prior to any such formation or Acquisition, such Credit Party shall have received in the written consent reasonable judgment of the Required Lenders)Administrative Agent, shall not already be subject to a perfected first priority security interest in favor of the Collateral Agent for the benefit of the Secured Parties, then the Credit Parties Company shall, at the Credit Parties’ Company’s expense:
(i) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such formation or Acquisition, acquisition,thereafter cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,Guaranty Supplement;
(ii) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such formation or Acquisitionacquisitionthereafter, furnish to the Administrative Agent a description of the real and personal properties property of such SubsidiarySubsidiary or such newly‑acquired property, in detail reasonably satisfactory to the Administrative Agent,;
(iii) within fifteen (15) 45 days thereafter (or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary or Loan Party, as the case may be (if it has not already done so) ), to duly execute and deliver to the Administrative Agent Security 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 the Capital Stock Pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 5.01(a)(iii), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,);
(iv) within fifteen (15) 60 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such formation or Acquisitionacquisitionthereafter, cause such Subsidiary and each direct and indirect parent of such Subsidiary or Loan Party (if it has not already done so) to take whatever action any actions required under the Security Agreement (including the recording of Mortgagesmortgages with respect to any Material Real Property so acquired, the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents or such other actions documents) as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security supplemental Collateral Documents delivered pursuant to this Section 6.127.11; provided that, enforceable against all third parties for the avoidance of doubt, such pledge shall be limited to (i) in accordance with their terms,the case of Equity Interests of a Foreign Subsidiary, no more than the Defined Percentage of any class of Equity Interest of a Foreign Subsidiary directly owned by a Domestic Subsidiary, and (ii) in the case of any Indebtedness owed by a Foreign Subsidiary to a Loan Party, no more than the Defined Percentage of each such Indebtedness of a Foreign Subsidiary directly owned by a Domestic Subsidiary; and
(v) within fifteen (15) 60 days after such formation or Acquisitionacquisitionthereafter, deliver to in the Administrative Agentcase of any Material Real Property, deliver, (i) upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (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 reasonable discretion, to the Administrative Agent with respect to each parcel of fee Material Real Property owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned each Loan Party or held by newly acquired or newly formed Subsidiary, the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12Mortgages, title reports, surveys reports and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reportssurveys, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that (ii) to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of by the foregoing items Company, to the Administrative Agent with respect to such real propertyeach parcel of Material Real Property owned by each Loan Party or newly acquired or newly formed Subsidiary, such engineering, soils and other reports, and environmental assessment reports and (iii) to the Administrative Agent, all other items shallset forth on Schedule 7.16, promptly after the receipt thereofeach in scope, be delivered form and substance reasonably satisfactory to the Administrative Agent.
(b) Upon Notwithstanding anything to the acquisition contrary in any Loan Document,
(i) no Loan Party shall be required to pledge any Equity Interest under any Loan Document other than (x) the Equity InterestsInterest of a Domestic Subsidiary, not including any Excluded Domestic Subsidiary, and (y) no more than the Defined Percentage of any property class of Equity Interest of (i) AMC Acquisition Company LLC (or its successor), (ii) anyany Excluded Domestic Subsidiary, (ii) any Foreign Subsidiary directly held by a Domestic Subsidiary, including an Excluded Domestic Subsidiary, and (iii) any Credit Party following Subsidiary directly owned by AMC Acquisition Company LLC (or its successor), or (iv) any Foreign Subsidiary directly owned by a Domestic Subsidiary;held by a Sundance International Guarantor.
(ii) the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party Secured Parties shall have received the written consent recourse against, and shall be entitled to recover from, AMC Acquisition Company LLC (or its successor) or any Excluded Domestic Subsidiary and each of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject Sundance International Guarantors pursuant to a perfected first priority security interest (subject in priority its Guaranty only to the Carveextent of (x) the Defined Percentage of each class of Equity Interests in each of its directly-Outowned Foreign Subsidiaries and the Defined Percentage of each Indebtedness owed by its directly-owned Foreign Subsidiaries to it, or the proceeds from the disposal of the Defined Percentage of such class of Equity Interests or of the Defined Percentage of such Indebtedness, and (y) its assets other than Equity Interests and Indebtedness of Foreign Subsidiaries (or proceeds from the disposal thereof); andprovided that (a) the Secured Parties shall at all times have recourse against the Defined Percentage of the amounts outstanding under the Permitted Global Reorganization Note and (b) the Secured Parties shall have recourse to 100% of the assets of each Sundance International Guarantor excluding any Equity Interest in favor or held by a Sundance International Guarantor that exceeds the Defined Percentage thereof; and
(c) Promptly upon request by the Company or applicable Loan Parties in connection with the transfer (whether in one transaction or in a series of transactions) of (a) all of the Company’s ownership interests in RMH GE and its subsidiaries to AMCNI or (b) the Company’s ownership interests in the Chello Company Holding Companies directly held by AMCNI to AMC Global and RMH GE and/or their respective Subsidiaries, as part of the Permitted Global Reorganization, the Administrative Agent shall release:
(i) each such entity to be transferred from all then-existing (A) pledges of any Equity Interest of such entity and (B) Liens on any property owned by such entity, granted to or held by the Administrative Agent under any Loan Document; and
(ii) Sundance Channel Europe LLC from its obligations as (A) a Guarantor under this Credit Agreement, (B) a “Grantor” under the Security Agreement and (C) a “Pledgor” under the Pledge Agreement.
(d) Within 15 Business Days (or such longer period as the Administrative Agent may agree in its reasonable discretion) of the Administrative Agent for the benefit granting all of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by releases provided for in Section 7.03(a)(viii)7.11(c), then the Credit Parties Company shall, at the Credit Parties’ Company’s expense:
(i) within ten cause the Defined Percentage of each class of Equity Interests of any Foreign Subsidiary held by AMCNI and each of the Sundance International Guarantors to be pledged in favor of the Collateral Agent pursuant to the Pledge Agreement (10) days and, notwithstanding any other provision of this Agreement, in no event shall the Secured Parties be entitled, pursuant to or as a result of any exercise of rights under the Loan Documents, to a recovery of or recourse against more than the Defined Percentage of each class of Equity Interests of a Foreign Subsidiary held by any Excluded Domestic Subsidiary or Sundance International Guarantor (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to proceeds from the Administrative Agent,disposal thereof) or more than the Defined Percentage of any Indebtedness held by any Excluded Domestic Subsidiary or Sundance International Guarantor (or of the proceeds from the disposal thereof));
(ii) within fifteen (15) days (or such longer period as agreed by cause AMCNI, and each of the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party Sundance International Guarantors to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered)supplemental Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative AgentAgent (or in substantially the form attached to the Security Agreement, securing payment if applicable) (including delivery of all the Obligations certificates representing Pledged Equity Interests of such Subsidiary, and other instruments of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,type specified in Section 5.01(a)(iii)); and
(iii) within fifteen (15) days no Foreign Subsidiary shall be a Guarantor.cause the $400,000,000 of loans made by RMH GE (or forty-five (45its predecessors or successors) days with respect to fee owned real property required AMC Global to be subject evidenced by one or more promissory notes equal to a Mortgage) after such acquisition, cause 100% of the applicable Credit Party to take whatever action loans’ aggregate principal amount (including the recording of Mortgagescollectively, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law“Permitted Global Reorganization Note”) may be necessary or advisable in the opinion of the Administrative Agent issued by AMC Global to vest in the Administrative Agent RMH GE (or in any representative of the Administrative Agent designated by it) valid its predecessors or successors), and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days cause RMH GE (or forty-five (45its predecessors or successors) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request Agent a pledge of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request Defined Percentage of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.Permitted
Appears in 1 contract
Samples: Credit Agreement (AMC Networks Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic wholly-owned Subsidiary after the Closing Date (other than any Foreign SubsidiariesSubsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 45 days (or as such longer period as agreed time may be extended by up to an additional 15 days with the reasonable consent of the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 45 days (or as such longer period as agreed time may be extended by up to an additional 15 days with the reasonable consent of the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of such information regarding the real and personal properties of such Subsidiary, in detail reasonably satisfactory to Subsidiary as would have been required under the Administrative AgentLoan Documents had such Subsidiary existed as of the Closing Date,
(iii) within fifteen (15) 45 days (or as such longer period as agreed time may be extended by up to an additional 15 days with the reasonable consent of the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver Security Agreement Supplements and amendments to the Pledge Agreement to the Administrative Agent Security Documentsand other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iv)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal propertiesDocuments,
(iv) within fifteen (15) 45 days (or forty-five (45) as such time may be extended by up to an additional 15 days with respect to fee owned real property required to be subject to a Mortgage unless substantially all the reasonable consent of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action reasonably requested by Administrative Agent (including the recording of Mortgages, the filing preparation of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) that may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in assist the Administrative Agent (or in any representative of the Administrative Agent designated by it) in obtaining valid and subsisting Liens on the properties purported to be subject to the Security Documents Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,and
(v) within fifteen 60 days (15as such time may be extended by up to an additional 15 days with the reasonable consent of the Administrative Agent) 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 Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request; and
(vi) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the such matters contained in clauses (ii) and (iii) above and as relating to such other matters Subsidiary as the Administrative Agent may reasonably request.
(b) Upon the formation or acquisition of any new direct or indirect non wholly-owned Subsidiary (other than 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:
(i) within 45 days (as such time may be extended by up to an additional 15 days with the reasonable consent of the Administrative Agent) after such formation or acquisition, cause each Loan Party which is direct parent of such Subsidiary (if it has not already done so) to duly execute and deliver amendments to the Pledge Agreement to the Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary owned directly by such Loan Party, and other instruments of the type specified in Section 4.01(a)(iv)), securing payment of all the Obligations of such parent under the Loan Documents, and
(vii) within 45 days (as promptly as practicable such time may be extended by up to an additional 15 days with the reasonable consent of the Administrative Agent) after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all such formation or acquisition, cause such Subsidiary and each Loan Party which is direct parent of such property is Subsidiary (if it has not already done so) to take whatever action reasonably requested by Administrative Agent (including the preparation of Uniform Commercial Code financing statements) that may be necessary or advisable in the reasonable opinion of the Administrative Agent to assist the Administrative Agent (or in any representative of the Administrative Agent designated by it) in obtaining valid and subsisting Liens on the properties purported to be subject to a Lien permitted by the pledge agreements delivered pursuant to this Section 7.03(a)(viii), deliver, upon 6.12.
(c) Upon the request of the Administrative Agent in its sole discretion following the occurrence and during the continuance of a Default, the Borrower shall, at the Borrower’s expense, within 30 days after such request, furnish to the Administrative Agent with respect to such a description of the material real property that is to be subject to a Mortgage as provided and personal properties of the Loan Parties in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance detail reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.;
(cd) At any time upon reasonable request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders 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. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) not more than 65% of the Equity Interests of a first-tier Foreign Subsidiary shall be required to be pledged pursuant to any of the Loan Documents, (ii) in no event shall any Foreign Subsidiary, any direct or indirect Subsidiary of a Foreign Subsidiary, or any IP Subsidiary be required to become a Guarantor, nor shall any security interest be required to be granted with respect to any assets of (including Equity Interests) of any such Person pursuant to the Loan Documents, (iii) assets (including Equity Interests) shall be excluded from the requirements of this Section 6.12 to the extent the Administrative Agent reasonably determines that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the benefit expected to be afforded to the Lenders thereby, and (iv) in no event shall any security interest be required to be granted with respect to any Excluded Assets.
Appears in 1 contract
Samples: Credit Agreement (Guess Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign Subsidiaries) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Party, then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign an Excluded Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, 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 Security Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (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 Acquisitionacquisition, 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 having a fair market value greater than $2,500,000 1,000,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Date, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-OutPermitted Senior Liens) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative AgentXxxxxxxxxxxxxx Xxxxx,
(iixx) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 1,000,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. ; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary), (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Excluded Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign Subsidiaries (other than the AA UK Subsidiaries or any of their respective Subsidiaries)) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Party, then the Credit Parties shall, at the Credit Parties’ ' expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign an Excluded Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ ' obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, 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 Security Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (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 Acquisitionacquisition, 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 having a fair market value greater than $2,500,000 1,000,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s 's possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Date, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-OutPermitted Senior Liens) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ ' expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 1,000,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; . ;provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary), (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Excluded Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary by any Loan Party after the Closing Date (Date, other than any Foreign Subsidiaries) (provideddirect or indirect Subsidiary directly involved in the ownership, that prior to any such formation operation or Acquisition, such Credit Party shall have received the written consent maintenance of the Required Lenders)Ironton Project for so long as the following is prohibited by the terms of any indenture, then lease, loan, credit or similar agreement for the Credit Parties shallIronton Project, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days after such formation or acquisition (or such longer period of time as agreed by the Administrative Agent may agree to in its sole discretion) after such formation or Acquisition), cause such SubsidiarySubsidiary to become a Guarantor hereunder by executing a Joinder Agreement, and cause each direct and indirect parent and provided, however, no Foreign Subsidiary of such Subsidiary (if it has not already done so and is not shall be required to become a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver Guarantor to the Administrative Agent extent such Guaranty would result in a Guarantee guaranteeing material adverse tax consequence for the other Credit Parties’ obligations under the Loan Documents,Borrower;
(ii) within ten (10) 30 days after such formation or acquisition (or such longer period of time as agreed by the Administrative Agent may agree to in its sole discretion) after ), cause such formation or Acquisition, 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 fifteen (15) 30 days after such formation or acquisition (or such longer period of time as agreed by the Administrative Agent may agree to in its sole discretion) after such formation or Acquisition), cause such Subsidiary to deliver substantially the same documentation required pursuant to Sections 4.01(b) – (e) and each direct 4.01(h) and indirect parent 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 by the Borrower (other than Excluded Property (as defined in the Security Agreement)), if such Subsidiary (if it has property, in the judgment of the Security Agent, shall not already done sobe subject to a perfected first priority security interest (subject to Permitted Liens) in favor of the Security Agent for the benefit of the Secured Parties, at the Borrower’s expense:
(i) within 10 days after such acquisition (or such longer period of time as the Security Agent may agree to in its sole discretion), furnish to the Security Agent a description of the property so acquired in detail 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 the Borrower to duly execute and deliver to the Administrative Security Agent Security 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 (including delivery of all certificates representing the Capital Stock in and of such Subsidiary)Security Agent, 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,;
(iviii) within fifteen 30 days after such acquisition (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period of time as agreed by the Administrative Security Agent may agree to 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) the Borrower to take whatever action (including including, without limitation, the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, and the giving of notices and the endorsement of notices on title documents or such other actions notices) as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative 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 the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12such property, enforceable against all third parties in accordance with their terms,parties;
(viv) within fifteen (15) 30 days after such formation acquisition (or Acquisitionsuch longer period of time as the Security Agent may agree to in its sole discretion), deliver to the Administrative Security Agent, upon the request of the Administrative Security Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Security Agent and the other Secured Parties, of counsel for the Credit Parties reasonably Borrower acceptable to the Administrative Security Agent as to the matters contained in clauses (i), ii) and (iii) and (iv) above, above and as to such other matters as the Administrative Security Agent may reasonably request; and
(viv) as promptly as practicable after such formation or Acquisitionrequest, deliver, upon the request of the Administrative Security Agent in its sole discretion, to the Administrative Security Agent with respect to each parcel of fee owned any such real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Security Agent, provided, however, provided that to the extent that any Credit Party or any of its Subsidiaries 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 Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required LendersSecurity Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Security Agent or 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 Security Documentsguaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than a Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary that is a CFC) by any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower's expense:
(i) within ten thirty (1030) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (other than any such parent that is a CFC and only if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations ' Obligations under the Loan Documents,
(ii) within ten thirty (1030) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the all owned real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen thirty (1530) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (other than any such parent that is a CFC and only if it has not already done so) to duly execute and deliver to the Administrative Agent Security Documentssuch security agreements, other security and pledge agreements and assignment agreements (including any such agreement or action as may be necessary in the reasonable opinion of the Administrative Agent to comply with the Federal Assignment of Claims Act of 1940, with respect to Material Government Contracts (including any BioThrax Contract) unless such contract (other than the BioThrax Contract) may not be so assigned under the terms of the Federal Assignment of Claims Act of 1940 (it being acknowledged and agreed that each Loan Party shall use commercially reasonable efforts to cause each new Material Government Contract to be free of any restriction on assignment)), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing instruments of the Capital Stock type specified in and of such SubsidiarySection 4.01(a)(iv)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such personal properties of the type constituting Collateral, provided that a Loan Party shall not be required to make any assignment of, or provide any mortgage over, any leasehold interest in any real and personal propertiesproperty except pursuant to clause (c) below,
(iv) within fifteen thirty (1530) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (other than any such parent that is a CFC and only if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid valid, subsisting and subsisting perfected Liens on the properties all personal property purported to be subject to the Security Documents security agreements, other security and pledge agreements and assignment agreements (including, with respect to Material Government Contracts, any such agreement as may be necessary in the reasonable opinion of the Administrative Agent under Federal Assignment of Claims Act of 1940 unless such contract (other than the BioThrax Contract) may not be so assigned under the terms of the Federal Assignment of Claims Act of 1940 (it being acknowledged and agreed that each Loan Party shall use commercially reasonable efforts to cause each new Material Government Contract to be free of any restriction on assignment)) delivered pursuant to this Section 6.126.12(a), enforceable against all third parties in accordance with their terms,, and
(v) within fifteen sixty (1560) days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its 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 by any Loan Party of any personal property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenderstype constituting Collateral (including any successor BioThrax Contract), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower's expense:
(i) within ten thirty (1030) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen thirty (1530) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent Security Documents security agreements, other security and pledge agreements and assignment agreements (including any such agreement or action as may be necessary in the reasonable opinion of the Administrative Agent to comply with the extent not already deliveredFederal Assignment of Claims Act of 1940, with respect to Material Government Contracts (including any BioThrax Contract)), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen thirty (1530) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit 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 or such action necessary or desirable under applicable Lawdocuments) 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 valid, subsisting and subsisting perfected Liens on such property, enforceable against all third parties,, and
(iv) within fifteen sixty (1560) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) 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 customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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 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 ten (10) days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent,
(ii) within thirty (30) days after such request, duly execute and deliver, and cause each Loan Party (only 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 agreements, other security and pledge agreements and assignment agreements (including any such agreement or action as may be necessary in the reasonable opinion of the Administrative Agent to comply with the Federal Assignment of Claims Act of 1940, with respect to Material Government Contracts (including any BioThrax Contract)), 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)(iv)), securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties constituting Collateral,
(iii) within thirty (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 to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, subsisting and perfected 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 agreements, other security and pledge agreements and assignment agreements (including any such agreement or action as may be necessary in the reasonable opinion of the Administrative Agent to comply with the Federal Assignment of Claims Act of 1940, with respect to Material Government Contracts (including any BioThrax Contract)) delivered pursuant to this Section 6.12(c), enforceable against all third parties in accordance with their terms,
(iv) within sixty (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 customary opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)request, deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such each parcel of real property that is to be subject to a Mortgage as provided in this Section 6.12owned or held by the Borrower and its Subsidiaries, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit 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 thereofrequest therefor, be delivered to the Administrative Agent; provided .
(d) Within thirty (30) days after Target Acquisition Closing Date, the Borrower shall, at the Borrower's expense, (i) cause the Equity Interests of each Target Acquisition Subsidiary that notwithstanding anything contained in this Section 6.12(b) or any Loan Document is a first-tier Foreign Subsidiary (to the contrary, (Aextent not owned by a CFC) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject pledged to the security interest of the Administrative Agent and as collateral security for the Obligations in accordance with the terms of the Securities Pledge Agreement, (Bii) notwithstanding clause (A) or anything in any Loan Document cause to be provided to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject Administrative Agent (in form and substance satisfactory to the security interest of the Administrative Agent.
(c) At any time upon request such certificates of the Administrative Agent resolutions or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or may require evidencing the Required Lenders acknowledgement by such Target Acquisition Subsidiary of the pledge of its Equity Interests in accordance with the terms hereof and (iii) cause to be taken whatever action may deem be necessary or desirable reasonably advisable in obtaining the full benefits ofopinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid, or subsisting and perfected Liens on all such Equity Interests of a Target Acquisition Subsidiary purported to be subject to the Securities Pledge Agreement. Notwithstanding the foregoing to the contrary, it is hereby acknowledged and agreed that the Loan Parties shall not be required to provide an opinion of local Canadian counsel with respect to any action required under this Section 6.12(d) (as applicable) in perfecting and preserving the Liens of, such Security Documentsincluding any pledge of Equity Interests of a Target Acquisition Subsidiary required hereunder).
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon Subject to the Intercreditor Agreement, upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect wholly-owned Domestic Subsidiary after the Closing Date (other than any Foreign Immaterial Subsidiaries) by any Loan Party or upon the acquisition of any personal property (provided, that prior to other than "Excluded Property" as defined in the Security Agreement) or any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Material Real Property by any Loan Party, then the Credit Parties Borrowers shall, at the Credit Parties’ Borrowers' expense:
(i) within ten (10) 15 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionmay agree), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its 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 Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to Agent, guaranteeing the other Loan Parties' obligations under the Loan Documents,
(ii) within 15 days after such formation or acquisition (or such longer period as Agent may agree), furnish to Agent a description of the Material Real Property and personal properties of such Subsidiary or such other personal property and Material Real Property, in detail reasonably satisfactory to Agent,
(iii) within 30 days after such formation or acquisition (or such longer period as Agent may agree), cause such Subsidiary and each direct and indirect parent of such Subsidiary and each other respective Loan Party (if it has not already done so) to duly execute and deliver to Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, amendments to the Administrative Agent Security DocumentsLoan Documents and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery such instruments of all certificates representing the Capital Stock in and of such Subsidiarytype specified on Schedule 3.1), securing payment of all the Obligations of such Subsidiary Subsidiary, such parent or such parentLoan Party, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen 30 days after such formation or acquisition (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionmay agree), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) and each other respective Loan Party to take whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security deeds of trust, trust deeds, deeds to secure debt, mortgages, amendments to the Loan Documents and security and pledge agreements delivered pursuant to this Section 6.125.12, enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) 60 days after such formation or Acquisitionacquisition (or such longer period as Agent may agree), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of one or more a favorable opinionopinions, addressed to Agent, on behalf of itself, the Administrative Agent Lender Group and the other Secured PartiesBank Providers, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionacquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee Material Real Property owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, acquisition title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and Phase I environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Agent; provided, that only 65% of voting Equity Interests of any first tier Subsidiary of any Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC or any Domestic Subsidiary which is treated as a disregarded entity for U.S. federal income tax purposes that solely owns security interests in one or more CFCs) shall be required to be pledged as Collateral if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Administrative AgentBorrower in relation to the benefits of Agent and the Lenders of the security or guaranty afforded thereby (which pledge, if reasonably requested by Agent shall be governed by the laws of the jurisdiction of such Subsidiary).
(b) Upon Notwithstanding the acquisition of any property by any Credit Party following the Closing Date (providedforegoing, Agent shall not take a security interest in those assets as to which Agent shall determine, in its reasonable discretion, that prior the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other tax) are excessive in relation to any such acquisition of any property, such Credit Party shall have received the written consent benefit to the Lenders of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agentafforded thereby.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by With respect to any Credit Party of any new direct or indirect Domestic Subsidiary property acquired after the Closing Date date hereof (other than property referred to in Section 6.12(c)) by any Foreign Subsidiaries) (provided, Loan Party that prior is intended to be subject to the Lien created by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Collateral Documents but is not so subject, then the Credit Parties shall, at the Credit Parties’ expense:
promptly (i) and in any event within ten (10) 45 days (or such longer period as agreed by the Administrative Agent in its discretionmay approve) after such formation or Acquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary the acquisition thereof) (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly i) execute and deliver to the Administrative Agent a Guarantee guaranteeing such amendments or supplements to the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (relevant Collateral Documents or such longer period other documents as agreed by the Administrative Agent in its discretion) after such formation shall deem necessary or Acquisition, furnish advisable to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory grant to the Administrative Agent,
(iii) within fifteen (15) days (or , for its benefit and for the benefit of the other Secured Parties, a Lien on such longer period as agreed by the Administrative Agent in its 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 Security Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially no Liens other than Permitted Liens and (ii) take all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its 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 whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported cause such Lien to be subject duly perfected to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties extent required by such Collateral Document in accordance with their terms,
(v) within fifteen (15) days after all applicable Requirements of Law, including the filing of financing statements in such formation or Acquisition, jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative Agent, upon the request of Agent such documents as the Administrative Agent in its sole discretionshall require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties.
(b) With respect to any Person that is or becomes a signed copy of a favorable opinion, addressed Subsidiary after the date hereof (i) deliver to the 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 other Secured Partiesholder(s) of such Equity Interests, and all intercompany notes owing from such Subsidiary to any Loan Party together with instruments of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained transfer executed and delivered in clauses (i), (iii) blank by a duly authorized officer of such Loan Party and (ivii) above, cause such Subsidiary promptly (and as to in any event within 30 days (or such other matters longer period as the Administrative Agent may reasonably request; and
(viapprove) as promptly as practicable after such formation Person becomes a Subsidiary) (A) to execute a joinder agreement or Acquisitionsuch comparable documentation to become a Guarantor and party to the Security Agreement, deliver, upon substantially in the request form annexed thereto and (B) to take all actions necessary or advisable in the reasonable opinion of the Administrative Agent in its sole discretion, to cause the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held created by the entity that is the subject of such formation or Acquisition and that is Security Agreement to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, engineering, soils and other reports, and environmental assessment reports, each including the filing of financing statements in scope, form and substance such jurisdictions as may be reasonably satisfactory to requested by the Administrative Agent. Notwithstanding the foregoing, provided, however, that to the extent that any Credit Party or any of its Subsidiaries (1) in no event shall have otherwise received any more than 65% of the foregoing items with respect total outstanding Voting Stock in any first-tier Foreign Subsidiary be required to such real property, such items shall, promptly be so pledged and (2) no Foreign Subsidiary that is or becomes a Subsidiary after the receipt thereof, date hereof shall be delivered required to take the Administrative Agentactions specified in clause (ii) of this Section 6.12(b).
(bc) Upon The Borrowers may, at their option, designate a Foreign Subsidiary to be a Guarantor. If any Foreign Subsidiary becomes a Guarantor after the acquisition date hereof, in addition to the requirements to deliver Equity Interests of any property by any Credit Party following the Closing Date (provided, that prior such Foreign Subsidiary pursuant to any such acquisition of any propertySection 6.12(b), such Credit Party Foreign Subsidiary shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject (i) xxxxx x Xxxx to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties on all or substantially all of its assets to the same extent as if it was a Domestic Subsidiary, (unless such property is specifically excluded ii) enter into a security agreement to be governed by applicable local laws and reasonably satisfactory to the Administrative Agent, (iii) deliver opinions, certificates and any other documents or information as Collateral may be reasonably requested by the terms Administrative Agent and (iv) take all other actions necessary or advisable in the reasonable opinion of the Security Documents or is subject Administrative Agent to a cause the Lien permitted created by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:such security documents to be duly perfected to extent required by such security documents in accordance with all applicable Requirements of Law.
(id) Promptly grant to the Administrative Agent, within ten (10) 60 days (or such longer period as agreed by the Administrative Agent may approve) of the acquisition thereof, a security interest in its discretion) and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after such acquisitionthe Closing Date and that, furnish together with any improvements thereon, individually has a fair market value of at least $1,000,000, as additional security for the Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 7.01). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory and shall constitute valid and enforceable perfected Liens subject only to Liens acceptable to the Administrative Agent,
(ii) within fifteen (15) days (. The Mortgages or instruments related thereto shall be duly recorded or filed in such longer period manner and in such places as agreed are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in its discretion) after connection therewith shall be paid in full. Such Loan Party shall otherwise take such acquisition, cause the applicable Credit Party to duly actions and execute and and/or deliver to the Administrative Agent Security Documents such documents as the Administrative Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (to the extent not already deliveredincluding a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with notice relating thereto), as specified by title policy, a survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with in respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viiiMortgage)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than (1) any Foreign SubsidiariesCFC or (2) (provided, a Subsidiary that prior to is held directly or indirectly by a CFC) by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in substantially the form of Exhibit E and otherwise in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Parties’ Borrower’s obligations under the Loan Documents,
(ii) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, 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 Security DocumentsAgreement Supplements, Pledge Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock 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 real and personal properties, on a basis consistent with the Security Agreement,
(iv) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, statements and the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawnotices) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents Agreement Supplements, Pledge Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,, and
(v) within fifteen (15) 60 days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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. In the event that the provisions of this Section 6.12(a) as promptly as practicable after such are complied with at the formation or Acquisitionacquisition of a Domestic Subsidiary which, deliverat such time or at any time thereafter, upon is a CFC Holding Company, then (A) the request pledge of equity in such CFC Holding Company shall be initially limited or amended to limit same to sixty-five percent (65%) thereof, and (B) the Administrative Agent in its sole discretionGuaranty, to the Administrative Agent Security Agreement Supplement, Pledge Agreement Supplement and other related Lien documentation executed by, or filed with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 to, such CFC Holding Company shall not be required or shall be terminated, as the case may be (unless substantially all but the requirement shall continue for any direct or indirect parent of such property CFC Holding Company which itself is subject to a Lien permitted by Section 7.03(a)(viiiDomestic Subsidiary and not a CFC Holding Company)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, if such propertyproperty (i), in the reasonable judgment of the Administrative Agent, shall not already be subject to (but it is a property-type intended to be subject to the Security Agreement or the Pledge Agreement, as applicable) a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties and (unless such property is specifically excluded as Collateral by ii) has a value in excess of $10,000,000 individually or $25,000,000 in the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))aggregate in any fiscal year, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) 10 Business Days after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 15 days (or such longer period as agreed by after the request of the Administrative Agent in its sole discretion) after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered)Agreement Supplements, Pledge Agreement Supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisitionthe request of the Administrative Agent in its sole discretion, cause the applicable Credit Loan Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, statements and the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawnotices) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,, and
(iv) within fifteen 60 days after the request of the Administrative Agent in its sole discretion, deliver to the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (15ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request.
(c) Upon the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 10 days after such request, furnish to the Administrative Agent a description of the real and personal properties of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent,
(ii) within 15 days after such request, duly execute and deliver, and cause each such Subsidiary of the Borrower (if it has not already done so) to duly execute and deliver, to the Administrative Agent, Security Agreement Supplements, Pledge Agreement Supplements and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Equity 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 Borrower and such Subsidiary under the Loan Documents and constituting Liens on (1) all personal property of Domestic Subsidiaries and (2) such other properties as the parties may mutually agree,
(iii) within 30 days after such request, take, and cause each Subsidiary of the Borrower to take, whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or forty-five (45in any representative of the Administrative Agent designated by it) days with respect to fee owned real property required valid and subsisting Liens on the properties purported to be subject to a Mortgage unless substantially the Security Agreement Supplements, Pledge Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all of such property is subject to a Lien permitted by Section 7.03(a)(viii)third parties in accordance with their terms, and
(iv) within 60 days after such acquisitionrequest, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(cd) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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, Security DocumentsAgreement Supplements, Pledge Agreement Supplements and other security and pledge agreements.
Appears in 1 contract
Samples: Credit Agreement (Lam Research Corp)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign SubsidiariesCFC or a Subsidiary that is held directly or indirectly by a CFC or any Non-Operating Subsidiary) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Party, then the Credit Parties Parent Guarantor shall, at the Credit Parties’ expense:
(i) within ten (10) 30 days after such formation or acquisition (or such longer period of time as agreed by the Revolving Administrative Agent may agree in its sole discretion) after such formation or Acquisition), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Revolving Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Revolving Administrative Agent, guaranteeing the other Credit Parties’ obligations under the Loan DocumentsObligations,
(ii) within ten (10) 30 days after such formation or acquisition (or such longer period of time as agreed by the Revolving Administrative Agent may agree in its sole discretion) after such formation or Acquisition), furnish to the Revolving Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Revolving Administrative Agent,
(iii) within fifteen (15) 30 days after such formation or acquisition (or such longer period of time as agreed by the Revolving Administrative Agent may agree 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 duly execute and deliver to the Revolving Administrative Agent Security DocumentsAgreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Revolving Administrative Agent (including including, to the extent certificated, delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal propertiesproperties (other than Excluded Property),
(iv) within fifteen 30 days after such formation or acquisition (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period of time as agreed by the Revolving Administrative Agent may agree 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 whatever action those actions (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, statements and the giving of notices and notices) deemed reasonably necessary by the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Revolving Administrative Agent to vest in the Revolving Administrative Agent (or in any representative of the Revolving Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents Agreement supplements and security and pledge agreements delivered pursuant to this Section 6.125.19, enforceable against all third parties in accordance with their terms,, and
(v) within fifteen (15) 60 days after such formation or Acquisitionacquisition, deliver to the Revolving Administrative Agent, upon the request of the Revolving Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Revolving Administrative Agent and the other Secured PartiesLenders, of counsel for the Credit Parties reasonably acceptable to the Revolving Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Revolving Administrative Agent may reasonably request; 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 fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property (other than any Excluded Property) by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Party, if such property, in the reasonable judgment of the Revolving Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Revolving Administrative Agent for the benefit of the Secured Parties, unless the Revolving Administrative Agent determines that the burden or cost of obtaining or perfecting a security interest therein outweighs the benefit to the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))security afforded thereby, then the Credit Parties Parent Guarantor shall, at the Credit Parties’ expense:
(i) within ten (10) 30 days after such acquisition (or such longer shorter period of time as agreed by the Revolving Administrative Agent may agree in its sole discretion) after such acquisition), furnish to the Revolving Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Revolving Administrative Agent,
(ii) within fifteen (15) 30 days after such acquisition (or such longer shorter period of time as agreed by the Revolving Administrative Agent may agree in its sole discretion) after such acquisition), cause the applicable Credit Party to duly execute and deliver to the Revolving Administrative Agent Security Documents (to the extent not already delivered)Agreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Revolving Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) 30 days after such acquisition (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisitionshorter period of time as the Revolving Administrative Agent may agree in its sole discretion), cause the applicable Credit Party to take whatever action those actions (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, statements and the giving of notices and notices) deemed reasonably necessary by the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Revolving Administrative Agent to vest in the Revolving Administrative Agent (or in any representative of the Revolving Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,, and
(iv) within fifteen (15) 60 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Revolving Administrative Agent, upon the request of the Revolving Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Revolving Administrative Agent and the other Secured PartiesLenders, of counsel for the Credit Parties reasonably acceptable to the Revolving Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Revolving Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Revolving Administrative Agent or Agent, the Required LendersParent Guarantor shall, and shall cause each Restricted Entity to, promptly execute and deliver any and all further instruments and documents and take all such other action as the Revolving Administrative Agent or the Required Lenders may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security DocumentsAgreement supplements and other security and pledge agreements. Notwithstanding this Section 5.19, (i) no foreign law security or pledge agreements shall be required, (ii) so long as no Event of Default is continuing (and while an Event of Default is continuing unless otherwise requested by the Required Lenders), actions to perfect security interests in cash and deposit accounts other than the filing of UCC financing statements shall not be required, and (iii) security interests shall not be required in real property acquired after the Closing Date which is not designated as Eligible Real Property and (iv) security interests shall not be required in respect of any Excluded Property.
(d) At any time when (i) the Borrowing Base Certificates delivered for the two months most recently ended demonstrate that, for each such month, the average Total Outstandings exceed the sum of 85% of the value of the Eligible Accounts and 55% of the value of the Eligible Inventory (in each case, as set forth in each such Borrowing Base Certificate for each such month) or (ii) an Event of Default is continuing, the Borrower shall deliver such appraisals of the Eligible Real Property as may be reasonably requested by the Required Lenders.
(e) At any time when the total assets of all Non-Operating Subsidiaries exceeds $2,500,000 in the aggregate, then any such Subsidiary or Subsidiaries that the Parent Guarantor so designates shall no longer be deemed to be “Non-Operating Subsidiaries” for purposes of this Section 5.19 until the total assets of all Non-Operating Subsidiaries no longer exceeds $2,500,000 in the aggregate and the Parent Guarantor, at its expense, shall cause such designated Subsidiary or Subsidiaries to comply with this Section 5.19.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) At such time as Alexion Manufacturing shall not be subject to the restrictions set forth in Section 7 of the iStar Loan Agreement or any other limitation under the iStar Loan Documents restricting the ability of Alexion Manufacturing to either (x) guarantee the Obligations of the Loan Parties under the Loan Documents or (y) grant any security interest in its assets to the Administrative Agent, for the benefit of the Secured Parties, to secure the Obligations under the Loan Documents, in each case, whether by the receipt of any necessary consent or otherwise, the Borrower shall, at the Borrower’s expense, cause Alexion Manufacturing to take all such actions described in Section 6.12(b) as the Administrative Agent may reasonably request for any newly formed or acquired Domestic Subsidiary.
(b) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign SubsidiariesSubsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, 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 Security Documentssuch security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing instruments of the Capital Stock type specified in and of such SubsidiarySection 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,, [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
(iv) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents security agreements, intellectual property security agreements and other security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,, and
(v) within fifteen (15) 60 days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(bc) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered)such security agreements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit 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 or such action necessary or desirable under applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,, and [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
(iv) within fifteen (15) 60 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request,
(d) Upon the 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 consent has not been obtained by such Loan Party or 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 be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, the security agreements and other security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.
(iv) within 60 days after such request or the occurrence of such Event of Default, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all such request or the occurrence of such property is subject to a Lien permitted by Section 7.03(a)(viii)Event of Default, deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such each parcel of real property that is to be subject to a Mortgage as provided in this Section 6.12owned or held by the Borrower and its Subsidiaries, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(ce) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsguaranties, 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 The Borrower shall, at the Borrower’s expense, (x) upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Domestic, Wholly-Owned Subsidiary (other thanthat would not on a Pro Forma Basis after giving effect to such formation or acquisition on the Closing Date date of such formation or acquisition constitute an Immaterial Subsidiary) by any Loan Party or (y) at the request of the Administrative Agent (other than in the case of clause (ii) below), following the acquisition by any Foreign Subsidiaries) (providedLoan Party of any property of a type required to be subject to a security interest pursuant to any Collateral Document, that prior to any such formation or Acquisition, such Credit Party shall have received in the written consent reasonable judgment of the Required Lenders)Administrative Agent, then shall not already be subject to a perfected security interest (with the Credit Parties shallpriority provided for in the Intercreditor Agreement) in favor of the Administrative Agent for the benefit of the Secured Parties, at to the Credit Parties’ expenseextent required by the Collateral Documents and not otherwise constituting Excluded Assets:
(i) in the case of clause (x) above, within ten (10) 30 days after such formation or acquisition (or such longer period later date as may be agreed by the Administrative Agent in its discretion) after such formation or AcquisitionAgent), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its 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 a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) in the case of each of clauses (x) and (y) above, within 60 days after such formation or acquisition (or such later date as may be agreed by the Administrative Agent), cause (1) such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) or (2) such Loan Party, as applicable, to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt and mortgages in respect of any Real Property owned in fee simple with a value in excess of $5,000,000 (“Material Real Property”), in form and substance reasonably satisfactory to the Administrative Agent (together with the fixture filings and assignments of leases and rents referred to therein, as the same may be amended, the “Mortgages”), securing payment of all the Obligations of such Subsidiary, such parent or such Loan Party, as the case may be, under the Loan Documents and constituting Liens on all such Real Property, together with:
(A) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may deem necessary or reasonably desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid,
(B) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects, Liens (including, but not limited to, mechanics’ and materialmen’s Liens), and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary or reasonably desirable,
(C) (i) American Land Title Association/American Congress on Surveying and Mapping form surveys, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days (or such other date as may be agreed by the Administrative Agent) before the acquisition of such Subsidiary or the Material Real Property, certified to the Administrative Agent and the issuer of the Mortgage Policies in a manner reasonably satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and reasonably acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent,
(D) evidence of the insurance required by the terms of the Mortgages as the Administrative Agent may reasonably request,
(E) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto);
(F) such customary opinions of local counsel for the Loan Parties in the State in which the Mortgaged Property is located as the Administrative Agent may reasonably request;
(G) evidence that all other action that the Administrative Agent may deem necessary or reasonably desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken; and
(H) if available, environmental assessments.
(iii) in the case of each of clauses (x) and (y) above, within 30 days after such formation or acquisition (or such later date as may be agreed by the Administrative Agent), cause (1) such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) or (2) such Loan Party, as applicable, to duly execute and deliver to the Administrative Agent Security DocumentsAgreement Supplements, security agreements covering any IP Rights held by such Subsidiary and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates certificates, if any, representing the Capital Stock Equity Interests in and of such SubsidiarySubsidiary described in clause (x) above, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary Subsidiary, such parent or such parentLoan Party, as the case may be, under the Loan Documents and constituting Liens on all such real and personal propertiesproperties that do otherwise constitute Excluded Assets, in each case, to the extent required by the applicable Collateral Documents,
(iv) in the case of each of clauses (x) and (y) above, within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all any of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (the following actions in each caserespect of any Real Property, or such longer period as agreed by the Administrative Agent in its discretion60 days) after such formation or Acquisitionacquisition (or such later date as may be agreed by the Administrative Agent), cause (1) such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) or (2) such Loan Party, as applicable, to take whatever action (including including, but not limited to, the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Documents Agreement Supplements, security agreements covering any IP Rights held by such Subsidiary and security and pledge agreements delivered pursuant to this Section 6.126.12, enforceable against all third parties in accordance with their terms,, in each case, to the extent required by the applicable Collateral Documents, and
(v) in the case of each of clauses (x) and (y) above, within fifteen (15) 60 days after such formation or Acquisitionacquisition (or such later date as may be agreed by the Administrative Agent), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i(i), (iiiii), (iii) and (iv(iv) above, and as to such other matters as the Administrative Agent may reasonably request; and.
(vib) Within 60 days following the Original Closing Date (as promptly as practicable after such formation or Acquisition, deliver, upon the request of date may be extended from time to time by the Administrative Agent in its sole discretion), the Borrower shallwas required to (and did) enter into and deliver to the Administrative Agent all Foreign Pledge Agreements in existence on the Closing Date and other customary related security documents evidencing the pledge of 66% of the total voting power of all outstanding Voting Stock and 100% of the Equity Interests not constituting Voting Stock of the Subsidiaries referenced in the definition of Foreign Pledge Agreement, together with opinions of counsel (including local counsel) to the Borrower in each applicable jurisdiction with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of Foreign Pledge Agreements and such formation or Acquisition and that is to be subject to a Mortgage as provided other security documents in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its 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.
(bi) Upon Notwithstanding anything to the acquisition of any property by any Credit Party contrary set forth in this Agreement, within 30 days following the Closing Date (providedas such date may be extended from time to time by the Administrative Agent in its sole discretion), that prior the Borrower shall provide endorsements to any such acquisition each policy of any propertyinsurance as required under Section 6.07 of this Agreement which name the Collateral Agent, such Credit Party shall have received the written consent on behalf of the Required Lenders)Secured Parties, if such property, as (A) an additional insured (in the reasonable judgment case of liability insurance) and/or (B) loss payee (in the case of property insurance) and (ii) notwithstanding anything to the contrary set forth in this Agreement, the Pledge Agreement or any of the other Loan Documents, within 15 days following the Closing Date (as such date may be extended from time to time by the Administrative AgentAgent in its sole discretion) deliver the share certificate(s) no. C-3 representing 199 Shares of ATI International Investments, shall not already be subject to Inc., a perfected first priority security interest private company providing telecommunications services as “the ALTA group,” endorsed in blank by an endorsement in the name of the Borrower.
(subject in priority only to d) Upon the Carve-Out) in favor request of the Administrative Agent for following the benefit occurrence and during the continuance of an Event of Default, the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisitionrequest, furnish to the Administrative Agent a description of the property so acquired real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisitionrequest, duly execute and deliver, and cause the applicable Credit each Loan Party (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Documents (to the extent not already delivered)Agreement Supplements, security agreements covering any IP Rights held by such Subsidiary and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative AgentAgent (including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 6.12(a)(ii)), securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties, in each case, to the extent required pursuant to the applicable Collateral Documents,
(iii) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisitionrequest, take, and cause the applicable Credit each Loan Party to take take, whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawdocuments) 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, security agreements covering any IP Rights held by such propertySubsidiary and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third partiesparties in accordance with their terms, in each case, to the extent required pursuant to the applicable Collateral Documents,
(iv) within fifteen (15) 60 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisitionrequest, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii(ii) and (iii(iii) above above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)request, deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such real property that is to be subject to a each parcel of Material Real Property owned or held by the Borrower and its Subsidiaries, Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reportsPolicies, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained .
(e) [Reserved]
(f) If, as of the last day of any fiscal quarter of the Borrower, the aggregate consolidated assets of all Immaterial Subsidiaries exceeds 5.0% of Consolidated Total Assets (as set forth in this Section 6.12(b) or any Loan Document the most recent consolidated balance sheet of the Borrower and its Subsidiaries delivered to the contraryLenders pursuant to this Agreement and computed in accordance with GAAP) then, within 45 days after the end of any such fiscal quarter (A) no more than 65% or, if such fiscal quarter is the fourth fiscal quarter of the voting Capital Stock and 100% of Borrower, within 90 days thereafter) (as either such date may be extended by the non-voting Capital Stock of Administrative Agent in its sole discretion)), the Borrower shall cause one or more Immaterial Subsidiaries to take the actions specified in Section 6.12(a) on the same basis that any Foreign Subsidiary newly formed or acquired by any Credit Party Domestic, Wholly-Owned Subsidiary of the Borrower would have to take; provided, however, such actions shall only be required to be subject the extent that, after giving effect to such actions, the security interest aggregate consolidated assets of all Immaterial Subsidiaries do not exceed 5.0% of Consolidated Total Assets.
(g) If, at the time of the delivery of the financial statements pursuant to Section 6.01(a) or (b), any Guarantor is an Immaterial Subsidiary, then (i) upon the written request by the Borrower to the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC written request shall be subject delivered to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or within 15 days after the Required Lendersdelivery of such financial statements and shall demonstrate, promptly execute and deliver in reasonable detail, that any and all further instruments and documents and take all such other action Guarantor is an Immaterial Subsidiary), (ii) so long as the Administrative Agent Borrower is not required to add any Immaterial Subsidiaries as Guarantors pursuant to Section 6.12(f), (iii) such Guarantor is not an obligor or the Required Lenders may deem necessary guarantor of (or desirable in obtaining the full benefits is concurrently released as an obligor or guarantor of, ) any Permitted Additional Indebtedness and ABL Obligations and (iv) so long as no Default or (as applicable) in perfecting and preserving the Liens ofEvent of Default then exists or would result therefrom, such Security DocumentsGuarantor may be released from its obligations under the Guaranty and applicable Collateral Documents to which it is a party in accordance with the terms thereof.
Appears in 1 contract
Samples: Credit Agreement (Ciena Corp)
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign SubsidiariesCFC or a Subsidiary that is held directly or indirectly by a CFC) by any Loan Party or (provided, that prior to any such formation or Acquisition, such Credit Party shall have received y) the written consent receipt by a Subsidiary of the Required Lenders)necessary approvals and/or consents pursuant to Section 6.14, then then, in each case, the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation formation, acquisition or Acquisition, receipt of such approvals and/or consents cause such Subsidiary (other than a Regulated Subsidiary), and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation formation, acquisition or Acquisitionreceipt of such approvals and/or consents, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation formation, acquisition or Acquisitionreceipt of such approvals and/or consents, 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 a Security DocumentsAgreement and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,; provided that a Regulated Subsidiary shall not be required to execute a Security Agreement or otherwise grant a security interest to the Administrative Agent;
(iv) within fifteen (15) 30 days (after such formation, acquisition, or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all receipt of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionapprovals and/or consents, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents Agreement and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,, and
(v) within fifteen (15) 30 days after such formation, acquisition or receipt of such approvals and/or consents (other than with respect to the formation or Acquisitionacquisition of an Immaterial Subsidiary), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its 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 formation or acquisition by any Loan Party of any property new direct or indirect Subsidiary that is a CFC or of a Subsidiary that is held directly or indirectly by any Credit Party following a CFC, the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
, (i) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or acquisition, furnish cause such Loan Party to pledge to the Administrative Agent a description all of such Subsidiary’s non-voting Equity Interests and 66% of the property so acquired total combined voting Equity Interests of such Subsidiaries that are held directly or indirectly by such Loan Party pursuant to a pledge agreement in detail reasonably form and substance satisfactory to the Administrative Agent,
; and (ii) within fifteen (15) days (take such other actions and deliver, or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required caused to be subject to a Mortgage) after delivered, such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices other documents and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property opinions as required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii6.12(iv) 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 fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of in connection with such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agentpledge.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition acquisition by any Credit Loan Party of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required LendersExcluded Subsidiary), then or upon a Subsidiary of any Loan Party ceasing to be an Excluded Subsidiary, the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) Within 30 days (or as such longer period as agreed time may be extended by the Administrative Agent in its reasonable discretion) after following the creation or acquisition of such formation Subsidiary or Acquisitionfollowing such Subsidiary ceasing to be an Excluded Subsidiary, cause such Subsidiary, Subsidiary to (a) become a Guarantor by executing and cause each direct delivering to the Administrative Agent a joinder to the Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and b) deliver to the Administrative Agent a Guarantee guaranteeing such other customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other Credit Parties’ obligations under things, the Loan Documentslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent,
(ii) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition or after such Subsidiary ceases to be an Excluded Subsidiary, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15x) with respect to any personal property, 30 days and (y) with respect to any fee owned real property with a fair market value greater than $5,000,000 (or any material leased real property insofar as the following provisions call for landlord access waivers), 60 days (or as such longer period as agreed time may, in either case, be extended by the Administrative Agent in its reasonable discretion) after such formation or Acquisitionacquisition or after such Subsidiary ceases to be an Excluded Subsidiary, cause such Subsidiary and each direct and indirect parent (to the extent such parent is the Borrower or a Subsidiary) of such Subsidiary (if it has not already done so):
(A) to duly execute and deliver to the Administrative Agent Security Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, landlord access waivers and other collateral and security agreements or supplements thereto, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Subsidiary, and other instruments reasonably requested by the Administrative Agent), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done soB) to take whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting first priority perfected Liens on the properties purported to be subject to the Security Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, Collateral Agreement and pledge agreements delivered pursuant to this Section 6.126.11, enforceable against all third parties in accordance with their terms; provided that, notwithstanding the foregoing, the Loan Parties shall not be required to take actions to perfect the security interest of the Administrative Agent (x) on any property that is covered by a certificate of title statute of any jurisdiction under the law of which the indication of a security interest on such certificate is required as a condition of perfection thereof or (y) if recordation of a security interest with the Federal Aviation Administration or the International Registry of Mobile Assets is required as a condition of perfection thereof,
(viv) within fifteen (15x) with respect to any personal property, 30 days and (y) with respect to any fee owned real property with a fair market value greater than $5,000,000, 60 days (as such time may, in either case, be extended by the Administrative Agent in its reasonable discretion) after such formation or Acquisitionacquisition or after such Subsidiary ceases to be an Excluded Subsidiary, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request; , and
(viv) as promptly as reasonably practicable after such formation or Acquisitionacquisition or after such Subsidiary ceases to be an Excluded Subsidiary (but in any event on or before the delivery of any applicable Mortgage delivered pursuant to this Section 6.11 (and, in the case of Flood Documents, three (3) Business Days before the delivery of such Mortgage)), deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having with a fair market value greater than $2,500,000 5,000,000 owned by such Subsidiary (unless substantially including with respect to all of such property is subject to a Lien permitted by Section 7.03(a)(viiiMortgaged Properties)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a , Mortgage as provided in this Section 6.12Policies, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reportsreports and Flood Documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received . Notwithstanding any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agentcontrary, the Collateral shall be subject to the limitations and exclusions set forth in the applicable Collateral Documents.
(b) Upon the acquisition of any fee owned interest in any real property with a fair market value greater than $5,000,000 (or any material leased real property insofar as the following provisions call for landlord access waivers) (other than the real property subject to the requirements of Section 4.01(a)(ii)(C)) by any Credit Loan Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), and if such property, in the reasonable judgment of the Administrative Agent, property shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 60 days (or as such longer period as agreed time may be extended by the Administrative Agent in its reasonable discretion) after such acquisition, ,
(A) cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent Security Documents (deeds of trust, trust deeds, deeds to the extent not already delivered)secure debt, mortgages, landlord access waivers, supplemental schedules to this Agreement, collateral agreement supplements, and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iiiB) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Loan Party to take whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawdocuments) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting first priority perfected Liens on such property, enforceable against all third parties,
(ivC) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (iiA) and (iiiB) above and as to such other matters as the Administrative Agent may reasonably request, and
(viii) as promptly as practicable after such acquisition (but in any acquisition event on or before the delivery of fee owned real property having a fair market value greater than $2,500,000 the applicable Mortgage delivered pursuant to this clause (unless substantially all b) (and, in the case of Flood Documents, three (3) Business Days before the delivery of such property is subject to a Lien permitted by Section 7.03(a)(viiiMortgage)), deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such Mortgage Policies, real property that is to be subject to a Mortgage as provided in this Section 6.12appraisals, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reportsreports and Flood Documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received . Notwithstanding any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC Collateral shall be subject to the security interest of limitations and exclusions set forth in the Administrative Agentapplicable Collateral Documents.
(c) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsguaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, landlord access waivers, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements; provided that, notwithstanding the foregoing, the Loan Parties shall not be required to take actions to perfect the security interest of the Administrative Agent (x) on any property that is covered by a certificate of title statute of any jurisdiction under the law of which the indication of a security interest on such certificate is required as a condition of perfection thereof or (y) if recordation of a security interest with the Federal Aviation Administration or the International Registry of Mobile Assets is required as a condition of perfection thereof.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign SubsidiariesCFC, any Subsidiary that is held directly or indirectly by a CFC or any Immaterial Subsidiary) by any Loan Party (providedfor the purpose of this paragraph, that prior reference to any such formation or Acquisition, such Credit Party acquisition shall have received the written consent of the Required Lendersinclude any Subsidiary that ceases to be an Immaterial Subsidiary), then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent may determine in its sole discretion) after such formation or Acquisition), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Credit Parties’ obligations under the Loan DocumentsObligations,
(ii) within ten (10) 30 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent may determine in its sole discretion) after such formation or Acquisition), furnish to the Administrative Agent a summary description of the real and promissory notes (or other instruments), the Equity Interests and, if requested by the Administrative Agent, other personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 30 days after such formation or acquisition (or such longer period as agreed by 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 duly execute and deliver to the Administrative Agent Security Documentssecurity agreement supplements, and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including including, to the extent certificated, delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Subsidiary), securing payment of all the Obligations and constituting Liens on all the personal property of the type constituting Collateral 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 fifteen 30 days after such formation or acquisition (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by 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 whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties Collateral purported to be subject to the Security Documents 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; provided that the actions required under this paragraph shall be limited in any event to (1) the filing of UCC financing statements in such Subsidiary’s jurisdiction of organization, (2) delivery of certificates representing any pledged Equity Interests consisting of certificated securities with appropriate transfer powers, (3) delivery of promissory notes or instruments with appropriate endorsements to the extent required to be delivered pursuant to the Collateral Documents (provided that the aggregate amount of all promissory notes payable to the Borrower and its Subsidiaries exceeds the threshold for delivery set forth in the Security Agreement) and (4) granting the Administrative Agent control (within the meaning of the UCC) over any pledged Equity Interests consisting of uncertificated securities,
(v) if requested by the Administrative Agent, within fifteen (15) 60 days after such formation request (or Acquisitionsuch longer period as the Administrative Agent may determine 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 Credit 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) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its 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 (1) Equity Interests in any property Person (other than any CFC, any Subsidiary that is held directly or indirectly by a CFC or any Credit Party following Immaterial Subsidiary), and (2) if requested by the Closing Date (providedAdministrative Agent, that prior to any such acquisition of any other property, such Credit Party shall have received the written consent of the Required Lenders)in each case, other than Excluded Property, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days after such acquisition or request (or such longer period as agreed by the Administrative Agent may determine in its sole discretion) after such acquisition), furnish to the Administrative Agent a summary description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 30 days after such acquisition or request (or such longer period as agreed by the Administrative Agent may determine in its sole discretion) after such acquisition), cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered)security agreement supplements, and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all the personal property of the type constituting Collateral of such propertiesLoan Party so acquired,
(iii) within fifteen (15) 30 days after such acquisition or request (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisitionlonger period as the Administrative Agent may determine in its sole discretion), cause the applicable Credit 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 or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such propertythe Collateral so acquired, enforceable against all third parties,; provided that the actions required under this paragraph shall be limited in any event to (1) the filing of UCC financing statements in such Loan Party’s jurisdiction of organization, (2) delivery of certificates representing any pledged Equity Interests consisting of certificated securities with appropriate transfer powers, (3) delivery of promissory notes or instruments with appropriate endorsements to the extent required to be delivered pursuant to the Collateral Documents and (4) granting the Administrative Agent control (within the meaning of the UCC) over any pledged Equity Interests consisting of uncertificated securities, and
(iv) if requested by the Administrative Agent, within fifteen (15) 60 days after such request (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viiilonger period as the Administrative Agent may determine 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 Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii), and as to such other matters as the Administrative Agent may reasonably request.
(c) above Upon the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 30 days after such request (or such longer period as the Administrative Agent may determine in its sole discretion), furnish to the Administrative Agent a summary description of the material real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Administrative Agent,
(ii) within 30 days after such request (or such longer period as the Administrative Agent may determine 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 (A) if it has not already done so, 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 (B) Mortgages, security agreement supplements and other security and pledge agreements (in each case, covering the real and personal properties of such Subsidiary constituting Collateral), as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all pledged Equity Interests and pledged Indebtedness in and of such Subsidiary, securing payment of all the Obligations and constituting Liens on all such properties),
(iii) within 30 days after such request (or such longer period as the Administrative Agent may determine 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 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, and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms, (provided that the actions required under this paragraph shall be limited in any event to (1) the filing of UCC financing statements in such Subsidiary’s jurisdiction of organization, (2) delivery of certificates representing any pledged Equity Interests consisting of certificated securities with appropriate transfer powers, (3) delivery of promissory notes or instruments with appropriate endorsements to the extent required to be delivered pursuant to the Collateral Documents, (4) granting the Administrative Agent control (within the meaning of the UCC) over any pledged Equity Interests consisting of uncertificated securities and (5) the filing of Mortgages with the appropriate office in the jurisdiction where the real property covered by such instrument is located,
(iv) if requested by the Administrative Agent, within 60 days after such request (or such longer period as the Administrative Agent may determine in its sole discretion), deliver to the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)request, deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such each parcel of real property that is to be subject to a Mortgage as provided in this Section 6.12owned by the Borrower and its Subsidiaries, title commitments, flood zone determination formsdeterminations and flood insurance, flood insurance certificates, to the extent if applicable, (with respect to each parcel of real property owned by the Borrower and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reportsits Subsidiaries, each in scope, form and substance reasonably satisfactory to the Administrative Agent, together with surveys that are in possession of the Borrower and its Subsidiaries; provided, however, that to the extent that any Credit Party or any of the Borrower and its Subsidiaries shall have otherwise received any of the foregoing items surveys with respect to such real property, such items surveys shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided Agent (but in any event no obligation to obtain additional surveys shall be evidenced by this section).
(d) With respect to any real property which is subject to (a) a Mortgage and (b) a lease made by a Loan Party, as lessor, and any Affiliate of a Loan Party, as lessee, the Borrower covenants that notwithstanding anything contained in this Section 6.12(b) or it shall, and shall cause the applicable Loan Party to cause each such lease to be, by its terms, specifically subordinated to any Loan Document to the contrary, (A) no more than 65% mortgage of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be property subject to the security interest of lease, and the Administrative Agent agrees to enter into a non-disturbance and (B) notwithstanding clause (A) or anything in any Loan Document attornment agreement, on terms reasonably satisfactory to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Borrower and Administrative Agent, with such lessor and lessee.
(ce) At Notwithstanding the foregoing, if at any time upon request all Immaterial Subsidiaries, taken as a whole, have total assets with an aggregate book value of 5% of Consolidated Total Assets as of the Administrative Agent most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b), then the Required LendersBorrower shall designate which of such Subsidiaries shall no longer constitute “Immaterial Subsidiaries” for purposes of this Credit Agreement to the extent necessary to cause such excess to be eliminated and, promptly execute with respect to any Subsidiary that ceases to be an Immaterial Subsidiary as a result of such designation, the Borrower shall take, and deliver any and all further instruments and documents and take all cause such other Subsidiary to take, such action as the Administrative Agent or the Required Lenders may deem is necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsto comply with this Section 6.12.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon
(a) Upon the formation or Acquisition acquisition by any Credit Loan Party of any new direct or indirect Domestic Subsidiary after the Closing Date (other than the Captive Insurance Company) or (b) the acquisition of any Foreign Subsidiariespersonal property (including Equity Interests) (providedby any Loan Party, that prior and if such property, pursuant to any such formation or Acquisition, such Credit Party shall have received the written consent terms of the Required Lenders)Collateral 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, then the Credit Parties shall, in each case at the Credit PartiesBorrowers’ expense:
(i) within ten sixty (1060) days (or as such longer time period as agreed may be extended by the Administrative Agent in its sole discretion) after such formation or Acquisition, acquisition cause each such Subsidiary, and cause each direct and indirect parent and Subsidiary of any such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,Guarantor Joinder;
(ii) within ten sixty (1060) days (or as such longer time period as agreed may be extended by the Administrative Agent in its sole discretion) after such request, formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiarythe Loan Parties and their respective Subsidiaries, in detail reasonably satisfactory to the Administrative Agent,;
(iii) within fifteen sixty (1560) days (or as such longer time period as agreed may be extended by the Administrative Agent in its sole discretion) after such request, formation or Acquisitionacquisition, subject to the terms of any Applicable Intercreditor Agreement, duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent pledges, assignments, Security DocumentsAgreement Supplements, intellectual property security agreement and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent consistent with the Security Agreement, intellectual property security agreements and other security agreements in effect on the Closing Date (including delivery of all certificates representing the Capital Stock certificated Equity Interests in and of such Subsidiary, duly endorsed for transfer), securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,, except for certain immaterial assets (including motor vehicles) in Administrative Agent’s sole discretion;
(iv) within fifteen sixty (1560) days (or forty-five (45) days with respect to fee owned real property required to as such time period may be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed extended by the Administrative Agent in its sole discretion) after such request, formation or Acquisitionacquisition, subject to the terms of any Applicable Intercreditor Agreement, take, and cause such Subsidiary and each direct and indirect parent or the parent(s) of such Subsidiary (if it has not already done so) to take take, whatever action (including the recording of Mortgagesincluding, without limitation, the filing of Uniform Commercial Code UCC financing statements, and other lien documents, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawnotices) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, assignments, Security Documents Agreement Supplements, intellectual property security agreements and security agreements delivered pursuant to this Section 6.128.12, 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 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 fifteen (15) 90 days after such formation 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 AcquisitionAffiliate thereof, deliver 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 Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii), (iv) and (ivvi) above, and as to such other matters as the Administrative Agent may reasonably request; and
(viviii) as promptly as practicable after such formation or Acquisitionat any time and from time to time, 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 having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required LendersApplicable Intercreditor Agreement, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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, pledges, assignments, Security DocumentsAgreement Supplements, intellectual property security agreements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (ax) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after Subsidiaries by any Loan Party or (y) the Closing Date acquisition of any personal property or real property fee interests (other than any Foreign Subsidiariesreal property fee interest on which the only business conducted by the Borrower or any of its Subsidiaries is the operation of a Dialysis Facility and services related or incidental thereto) (providedby any Loan Party, that prior to any such formation or Acquisitionwhich, such Credit Party shall have received in the written consent judgment of the Required Lenders)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 Credit Parties Borrower shall, in each case at the Credit Parties’ Borrower’s expense:
(i) within ten (10) days (in connection with the formation or such longer period as agreed by acquisition of a wholly-owned Domestic Subsidiary, not later than 15 Business Days following the Administrative Agent last day of the Fiscal Quarter in its discretion) after which such formation or Acquisitionacquisition occurs, cause each such Domestic Subsidiary, and cause each direct and indirect parent and Subsidiary of such Domestic Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guarantee or guarantee supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents, and, in connection with the formation or acquisition of a Foreign Subsidiary, not later than 15 Business Days following the last day of the Fiscal Quarter in which such formation or acquisition occurs, pledge or, cause its respective Subsidiary to pledge, to the Administrative Agent for the benefit of the Secured Parties 65% of the Equity Interests in such Foreign Subsidiary,
(ii) within ten (10) days (or such longer period as agreed by not later than 15 Business Days following the Administrative Agent last day of the Fiscal Quarter in its discretion) after which such formation or Acquisitionacquisition occurs, furnish to the Administrative Agent a description of (A) the real and material personal properties and such real property fee interests of such Subsidiarywholly-owned Domestic Subsidiary and (B) such property which was not previously subject to such perfected security interest, in each case in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by not later than 15 Business Days following the Administrative Agent last day of the Fiscal Quarter in its discretion) after which such formation or Acquisitionacquisition occurs, duly execute and deliver, and cause each such wholly-owned Domestic Subsidiary and each direct and indirect parent of such wholly-owned Domestic Subsidiary (if it has not already done so) to duly execute and deliver deliver, to the Administrative Agent Security Documentspledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing Agent, with respect to the Capital Stock Equity Interests in and assets of such Subsidiary), securing payment of all the Obligations of wholly-owned Domestic Subsidiary and such Subsidiary or such parent, as the case may be, under the Loan Documents personal property and constituting Liens on all such real and personal propertiesproperty fee interests,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all not later than 15 Business Days following the last day of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (the Fiscal Quarter in each case, or such longer period as agreed by the Administrative Agent in its discretion) after which such formation or Acquisitionacquisition occurs, take, and cause such wholly-owned Subsidiary and each direct and indirect or such parent of such Subsidiary (if it has not already done so) to take take, whatever action (including the recording of Mortgagesincluding, without limitation, the filing of Uniform Commercial Code financing statements, the filing of mortgages or deeds of trust, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents pledges, assignments, mortgages, deeds of trust, security agreements and security agreement supplements delivered pursuant to this Section 6.125.01(j), enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) not later than 45 days after following the last day of the Fiscal Quarter in which such formation or Acquisitionacquisition occurs, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinionopinion (subject to customary qualifications, limitations and exceptions), addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Samples: Credit Agreement (Davita Inc)
Covenant to Guarantee Obligations and Give Security. Upon
(a) Upon the formation or Acquisition acquisition by any Credit Loan Party of any new direct or indirect Domestic Subsidiary after the Closing Date (other than the Captive Insurance Company) or (b) the acquisition of any Foreign Subsidiariespersonal property (including Equity Interests) (providedby any Loan Party, that prior and if such property, pursuant to any such formation or Acquisition, such Credit Party shall have received the written consent terms of the Required Lenders)Collateral 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, then the Credit Parties shall, in each case at the Credit PartiesBorrowers’ expense:
(i) within ten sixty (1060) days (or as such longer time period as agreed may be extended by the Administrative Agent in its sole discretion) after such formation or Acquisition, acquisition cause each such Subsidiary, and cause each direct and indirect parent and Subsidiary of any such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,Guarantor Joinder;
(ii) within ten sixty (1060) days (or as such longer time period as agreed may be extended by the Administrative Agent in its sole discretion) after such request, formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiarythe Loan Parties and their respective Subsidiaries, in detail reasonably satisfactory to the Administrative Agent,;
(iii) within fifteen sixty (1560) days (or as such longer time period as agreed may be extended by the Administrative Agent in its sole discretion) after such request, formation or Acquisitionacquisition, duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent pledges, assignments, Security DocumentsAgreement Supplements, intellectual property security agreement and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent consistent with the Security Agreement, intellectual property security agreements and other security agreements in effect on the Closing Date (including delivery of all certificates representing the Capital Stock certificated Equity Interests in and of such Subsidiary, duly endorsed for transfer), securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,, except for certain immaterial assets (including motor vehicles) in Administrative Agent’s sole discretion;
(iv) within fifteen sixty (1560) days (or forty-five (45) days with respect to fee owned real property required to as such time period may be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed extended by the Administrative Agent in its sole discretion) after such request, formation or Acquisitionacquisition, take, and cause such Subsidiary and each direct and indirect parent or the parent(s) of such Subsidiary (if it has not already done so) to take take, whatever action (including the recording of Mortgagesincluding, without limitation, the filing of Uniform Commercial Code UCC financing statements, and other lien documents, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawnotices) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, assignments, Security Documents Agreement Supplements, intellectual property security agreements and security agreements delivered pursuant to this Section 6.128.12, 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 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 fifteen (15) 90 days after such formation 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 AcquisitionAffiliate thereof, deliver 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 Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii), (iv) and (ivvi) above, and as to such other matters as the Administrative Agent may reasonably request; and
(viviii) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lendersand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the 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, pledges, assignments, Security DocumentsAgreement Supplements, intellectual property security agreements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than by any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Party, then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days after such formation or acquisition (or such longer period as agreed by acceptable to the Administrative Agent in its sole discretion) after such formation or Acquisition), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days after such formation or acquisition (or such longer period as agreed by acceptable to the Administrative Agent in its sole discretion) after such formation or Acquisition), furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days after such formation or acquisition (or such longer period as agreed by acceptable to the Administrative Agent 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 duly execute and deliver to the Administrative Agent Security Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by acceptable to the Administrative Agent in its sole discretion) after such formation or Acquisitionacquisition, 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 MortgagesMortgages for owned real property with a fair market value in excess of $250,000, the filing of Uniform Commercial Code financing statementsstatements or similar filing in any applicable jurisdiction, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,, and
(v) within fifteen (15) days after such formation or Acquisitionacquisition (or such longer period acceptable to the Administrative Agent in its sole discretion), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request; and
(vi) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Date, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)Documents), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days after such acquisition (or such longer period as agreed by acceptable to the Administrative Agent in its sole discretion) after such acquisition), furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days after such acquisition (or such longer period as agreed by acceptable to the Administrative Agent in its sole discretion) after such acquisition), cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iiic) within fifteen (15) days after such acquisition (or forty-five such longer period acceptable to the Administrative Agent in its sole discretion) of any property or assets (45other than leasehold interests in real property) days with respect to fee owned real property required to be not subject to a Mortgage) after such acquisitionthe Administrative Agent’ s first priority lien, cause the applicable Credit Party to take whatever action (including the recording of MortgagesMortgages in respect of fee owned real property with a fair market value in excess of $250,000, the delivery of title insurance, the filing of Uniform Commercial Code financing statementsstatements or similar filing in any applicable jurisdiction, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) , and within fifteen (15) days (or forty-five (45) days with respect such longer period acceptable to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viiithe Administrative Agent 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 Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained herein and in clauses subsection (ii) and (iiib)(ii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(cd) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
(e) Notwithstanding anything in the Loan Documents to the contrary, in no event shall GAEBB be required to become a Guarantor and/or grant liens on its assets so long has GAEBB has no operations or assets (other than de minimis assets).
Appears in 1 contract
Samples: Credit Agreement
Covenant to Guarantee Obligations and Give Security. (a) Upon Subject to the Intercreditor Agreement, upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect wholly-owned Domestic Subsidiary after the Closing Date (other than any Foreign Immaterial Subsidiaries) by any Loan Party or upon the acquisition of any personal property (provided, that prior to other than “Excluded Property” as defined in the Security Agreement) or any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Material Real Property by any Loan Party, then the Credit Parties Borrowers shall, at the Credit PartiesBorrowers’ expense:
(i) within ten (10) 15 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionmay agree), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its 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 Agent a guaranty or guaranty supplement, in form and substance reasonably satisfactory to Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) within 15 days after such formation or acquisition (or such longer period as Agent may agree), furnish to Agent a description of the Material Real Property and personal properties of such Subsidiary or such other personal property and Material Real Property, in detail reasonably satisfactory to Agent,
(iii) within 30 days after such formation or acquisition (or such longer period as Agent may agree), cause such Subsidiary and each direct and indirect parent of such Subsidiary and each other respective Loan Party (if it has not already done so) to duly execute and deliver to Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, amendments to the Administrative Agent Security DocumentsLoan Documents and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery such instruments of all certificates representing the Capital Stock in and of such Subsidiarytype specified on Schedule 3.1), securing payment of all the Obligations of such Subsidiary Subsidiary, such parent or such parentLoan Party, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen 30 days after such formation or acquisition (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionmay agree), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) and each other respective Loan Party to take whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security deeds of trust, trust deeds, deeds to secure debt, mortgages, amendments to the Loan Documents and security and pledge agreements delivered pursuant to this Section 6.125.12, enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) 60 days after such formation or Acquisitionacquisition (or such longer period as Agent may agree), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of one or more a favorable opinionopinions, addressed to Agent, on behalf of itself, the Administrative Agent Lender Group and the other Secured PartiesBank Providers, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionacquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee Material Real Property owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, acquisition title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and Phase I environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided, that only 65% of voting Equity Interests of any first tier Subsidiary of any Loan Party that is a CFC (and none of the Equity Interests of any Subsidiary of such CFC or any Domestic Subsidiary which is treated as a disregarded entity for U.S. federal income tax purposes that solely owns security interests in one or more CFCs) shall be required to be pledged as Collateral if pledging a greater amount would result in adverse tax consequences or the costs to the Loan Parties of providing such pledge or perfecting the security interests created thereby are unreasonably excessive (as determined by Agent in consultation with Borrower in relation to the benefits of Agent and the Lenders of the security or guaranty afforded thereby (which pledge, if reasonably requested by Agent shall be governed by the laws of the jurisdiction of such Subsidiary).
(b) Upon Notwithstanding the acquisition of any property by any Credit Party following the Closing Date (providedforegoing, Agent shall not take a security interest in those assets as to which Agent shall determine, in its reasonable discretion, that prior the cost of obtaining such Lien (including any mortgage, stamp, intangibles or other tax) are excessive in relation to any such acquisition of any property, such Credit Party shall have received the written consent benefit to the Lenders of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agentafforded thereby.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Wholly-Owned Subsidiary after the Closing Date (other than any Foreign SubsidiariesCFC, any Subsidiary that is held directly or indirectly by a CFC or any Immaterial Subsidiary) by any Loan Party (providedfor the purpose of this paragraph, that prior reference to any such formation or Acquisition, such Credit Party acquisition shall have received the written consent of the Required Lendersinclude any Wholly Owned Subsidiary that ceases to be an Immaterial Subsidiary), then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent may determine in its sole discretion) after such formation or Acquisition), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Credit Parties’ obligations under the Loan DocumentsObligations,
(ii) within ten (10) 30 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent may determine in its sole discretion) after such formation or Acquisition), furnish to the Administrative Agent a summary description of the material real and property, promissory notes (or other instruments), the Equity Interests and, if requested by the Administrative Agent, other personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 30 days after such formation or acquisition (or such longer period as agreed by 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 duly execute and deliver to the Administrative Agent Security Documentssecurity agreement supplements, and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including including, to the extent certificated, delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Subsidiary), securing payment of all the Obligations and constituting Liens on all the personal property of the type constituting Collateral 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 fifteen 30 days after such formation or acquisition (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by 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 whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties Collateral purported to be subject to the Security Documents 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; provided that the actions required under this paragraph shall be limited in any event to (1) the filing of UCC financing statements in such Subsidiary’s jurisdiction of organization, (2) delivery of certificates representing any pledged Equity Interests consisting of certificated securities with appropriate transfer powers, (3) delivery of promissory notes or instruments with appropriate endorsements to the extent required to be delivered pursuant to the Collateral Documents (provided that the aggregate amount of all promissory notes payable to the Borrower and its Subsidiaries exceeds $[ ]) and (4) granting the Administrative Agent control (within the meaning of the UCC) over any pledged Equity Interests consisting of uncertificated securities,
(v) if requested by the Administrative Agent, within fifteen (15) 60 days after such formation request (or Acquisitionsuch longer period as the Administrative Agent may determine 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 Credit 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) as promptly as practicable after such formation or Acquisition, deliver, upon if the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys Trigger has occurred and to the extent in requested by the Credit Party’s possession Required Lenders, cause such Subsidiary to, on or to before the extent required by applicable LawMortgage Delivery Date, engineering, soils (A) duly execute and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory deliver Mortgages to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party such Subsidiary under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee the owned real property required to be subject to a Mortgageproperties of such Subsidiary as fully described in such Mortgages, (B) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, deeds of trust and mortgages and the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawfixture filings) 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 propertythe real properties purported to be subject to the Mortgages delivered pursuant to this Section 6.12, enforceable against all third parties,
parties in accordance with their terms, (ivC) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted if requested by Section 7.03(a)(viii)) after such acquisitionthe Administrative Agent, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (iiA) and (iiiB) above above, and as to such other matters as the Administrative Agent may reasonably request, and
request and (vD) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion deliver to the Administrative Agent title commitments, flood determinations and flood insurance, if applicable, with respect to such each parcel of real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reportsowned by such Subsidiary, each in scope, form and substance reasonably satisfactory to the Administrative Agent, together with surveys that are in possession of such Subsidiary; provided, however, that to the extent that any Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items surveys with respect to such real property, such items surveys shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided Agent (but in any event no obligation to obtain additional surveys shall be evidenced by this section).
(b) Upon the acquisition of (1) if the Mortgage Trigger has occurred, real property, (2) Equity Interests in any Person (other than any Wholly-Owned Subsidiary, CFC, any Subsidiary that notwithstanding anything contained in this Section 6.12(b) is held directly or indirectly by a CFC or any Loan Document to Immaterial Subsidiary), and (3) if requested by the contraryAdministrative Agent, (A) no more any other property, in each case, other than 65% Excluded Assets, if such property, in the judgment of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party Administrative Agent, shall be required to not already be subject to the a perfected first priority security interest in favor of the Administrative Agent and for the benefit of the Secured Parties, then the Borrower shall, at the Borrower’s expense:
(Bi) notwithstanding clause within 30 days after such acquisition or request (A) or anything such longer period as the Administrative Agent may determine in any Loan Document its sole discretion), furnish to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject Administrative Agent a summary description of the property so acquired in detail reasonably satisfactory to the security interest of the Administrative Agent.,
(cii) At any time upon within 30 days after such acquisition or request (or such longer period as the Administrative Agent may determine in its sole discretion), 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 reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations and constituting Liens on all the personal property of the type constituting Collateral of such Loan Party so acquired,
(iii) within 30 days after such acquisition or request (or such longer period as the Administrative Agent may determine in its sole discretion), cause the applicable Loan Party to take whatever action may be necessary or advisable in the opinion of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as to vest in the Administrative Agent (or in any representative of the Required Lenders may deem necessary Administrative Agent designated by it) valid and subsisting Liens on the Collateral so acquired, enforceable against all third parties; provided that the actions required under this paragraph shall be limited in any event to (1) the filing of UCC financing statements in such Loan Party’s jurisdiction of organization, (2) delivery of certificates representing any pledged Equity Interests consisting of certificated securities with appropriate transfer powers, (3) delivery of promissory notes or desirable in obtaining instruments with appropriate endorsements to the full benefits of, or extent required to be delivered pursuant to the Collateral Documents (as applicableprovided that the aggregate amount of all promissory notes payable to the Borrower and its Subsidiaries exceeds $[ ]) in perfecting and preserving (4) granting the Liens of, such Security Documents.Administrative Agent control
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition acquisition by any Credit Loan Party of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required LendersExcluded Subsidiary), then or upon a Subsidiary of any Loan Party ceasing to be an Excluded Subsidiary, the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) Within 30 days (or as such longer period as agreed time may be extended by the Administrative Agent in its reasonable discretion) after following the creation or acquisition of such formation Subsidiary or Acquisitionfollowing such Subsidiary ceasing to be an Excluded Subsidiary, cause such Subsidiary, Subsidiary to (a) become a Guarantor by executing and cause each direct delivering to the Administrative Agent a joinder to the Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and b) deliver to the Administrative Agent a Guarantee guaranteeing such other customary documentation reasonably requested by the Administrative Agent including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other Credit Parties’ obligations under things, the Loan Documentslegality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent,
(ii) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition or after such Subsidiary ceases to be an Excluded Subsidiary, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15x) with respect to any personal property, 30 days and (y) with respect to any fee owned real property with a fair market value greater than $5,000,000 (or any material leased real property insofar as the following provisions call for landlord access waivers), 60 days (or as such longer period as agreed time may, in either case, be extended by the Administrative Agent in its reasonable discretion) after such formation or Acquisitionacquisition or after such Subsidiary ceases to be an Excluded Subsidiary, cause such Subsidiary and each direct and indirect parent (to the extent such parent is the Borrower or a Subsidiary) of such Subsidiary (if it has not already done so):
(A) to duly execute and deliver to the Administrative Agent Security Documentsdeeds of trust, trust deeds, deeds to secure debt, mortgages, landlord access waivers and other collateral and security agreements or supplements thereto, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Subsidiary, and other instruments reasonably requested by the Administrative Agent), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done soB) to take whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting first priority perfected Liens on the properties purported to be subject to the Security Documents deeds of trust, trust deeds, deeds to secure debt, mortgages, Collateral Agreement and pledge agreements delivered pursuant to this Section 6.126.11, enforceable against all third parties in accordance with their terms; provided that, notwithstanding the foregoing, the Loan Parties shall not be required to take actions to perfect the security interest of the Administrative Agent (x) on any property that is covered by a certificate of title statute of any jurisdiction under the law of which the indication of a security interest on such certificate is required as a condition of perfection thereof or (y) if recordation of a security interest with the Federal Aviation Administration or the International Registry of Mobile Assets is required as a condition of perfection thereof,
(viv) within fifteen (15x) with respect to any personal property, 30 days and (y) with respect to any fee owned real property with a fair market value greater than $5,000,000, 60 days (as such time may, in either case, be extended by the Administrative Agent in its reasonable discretion) after such formation or Acquisitionacquisition or after such Subsidiary ceases to be an Excluded Subsidiary, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iviii) above, and as to such other matters as the Administrative Agent may reasonably request; , and
(viv) as promptly as reasonably practicable after such formation or Acquisitionacquisition or after such Subsidiary ceases to be an Excluded Subsidiary (but in any event on or before the delivery of any applicable Mortgage delivered pursuant to this Section 6.11 (and, in the case of Flood Documents, three (3) Business Days before the delivery of such Mortgage)), deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having with a fair market value greater than $2,500,000 5,000,000 owned by such Subsidiary (unless substantially including with respect to all of such property is subject to a Lien permitted by Section 7.03(a)(viiiMortgaged Properties)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a , Mortgage as provided in this Section 6.12Policies, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reportsreports and Flood Documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received . Notwithstanding 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.contrary, the Collateral shall be subject to the limitations and exclusions set forth in the applicable Collateral Documents. 100
(b) Upon the acquisition of any fee owned interest in any real property with a fair market value greater than $5,000,000 (or any material leased real property insofar as the following provisions call for landlord access waivers) (other than the real property subject to the requirements of Section 4.01(a)(ii)(C)) by any Credit Loan Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), and if such property, in the reasonable judgment of the Administrative Agent, property shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 60 days (or as such longer period as agreed time may be extended by the Administrative Agent in its reasonable discretion) after such acquisition, ,
(A) cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent Security Documents (deeds of trust, trust deeds, deeds to the extent not already delivered)secure debt, mortgages, landlord access waivers, supplemental schedules to this Agreement, collateral agreement supplements, and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iiiB) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Loan Party to take whatever action (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawdocuments) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting first priority perfected Liens on such property, enforceable against all third parties,
(ivC) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (iiA) and (iiiB) above and as to such other matters as the Administrative Agent may reasonably request, and
(viii) as promptly as practicable after such acquisition (but in any acquisition event on or before the delivery of fee owned real property having a fair market value greater than $2,500,000 the applicable Mortgage delivered pursuant to this clause (unless substantially all b) (and, in the case of Flood Documents, three (3) Business Days before the delivery of such property is subject to a Lien permitted by Section 7.03(a)(viiiMortgage)), deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such Mortgage Policies, real property that is to be subject to a Mortgage as provided in this Section 6.12appraisals, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reportsreports and Flood Documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received . 101 Notwithstanding any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC Collateral shall be subject to the security interest of limitations and exclusions set forth in the Administrative Agentapplicable Collateral Documents.
(c) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders may deem reasonably necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such Security Documentsguaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, landlord access waivers, security agreement supplements, intellectual property security agreement supplements and other security and pledge agreements; provided that, notwithstanding the foregoing, the Loan Parties shall not be required to take actions to perfect the security interest of the Administrative Agent (x) on any property that is covered by a certificate of title statute of any jurisdiction under the law of which the indication of a security interest on such certificate is required as a condition of perfection thereof or (y) if recordation of a security interest with the Federal Aviation Administration or the International Registry of Mobile Assets is required as a condition of perfection thereof.
Appears in 1 contract
Samples: Credit Agreement
Covenant to Guarantee Obligations and Give Security. Upon
(a) Upon the formation or Acquisition acquisition by any Credit Loan Party or any Restricted Subsidiary of any new direct or indirect Domestic Subsidiary after or the Closing Date designation of an Unrestricted Subsidiary as a Restricted Subsidiary, unless such Subsidiary is (other than i) an Unrestricted Subsidiary, (ii) an Excluded Subsidiary, or (iii) a merger subsidiary formed in connection with a Permitted Acquisition or IP Acquisition so long as such merger subsidiary is merged out of existence pursuant to such Permitted Acquisition within 30 days of its formation thereof (or such later date as permitted by the Administrative Agent in its sole discretion), or (b) the acquisition of any Foreign Subsidiariesproperty by any Loan Party that is not already subject to a perfected security interest (subject to Permitted Liens) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent in favor of the Required Lenders)Collateral Agent for the benefit of the Secured Parties, then the Credit Parties Borrower shall, in each case at the Credit Parties’ Borrower’s expense, promptly:
(i) within ten (10) days (60 days, or such longer period as agreed determined in writing by the Administrative Agent in its discretion) sole discretion from time to time, after such formation formation, acquisition, or Acquisition, designation cause each such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its 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 Security Documentsa guaranty or guaranty supplement, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing Agent, guaranteeing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,Obligations;
(ivii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case60 days, or such longer period as agreed determined in writing by the Administrative Agent in its discretion) sole discretion from time to time, after such formation formation, acquisition or Acquisitiondesignation, cause furnish to the Administrative Agent a description of the material owned real and personal properties of such Subsidiary in detail reasonably satisfactory to the Administrative Agent;
(iii) 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 such Restricted Subsidiary (if it has not already done so) to take duly execute and deliver, to the Administrative Agent 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 Documents delivered or ratified, if applicable, on the Closing Date and reasonably satisfactory to the Collateral Agent (or its non-fiduciary agent, gratuitous bailee or designee pursuant to the terms of the Intercreditor Agreement) (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 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 including, without limitation, the recording of Mortgages, mortgages (if required) and the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Collateral Agent (or in any representative of the Administrative 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 Documents Agreement Supplements, IP Security Agreement Supplements and security agreements delivered pursuant to this Section 6.12, enforceable against 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 third parties filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in accordance 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 their termscustomary 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 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 Xxxxxxxxxxxxxx Xxxxx,
(X) American Land Title Association/American Congress on Surveying and Mapping form surveys (or other surveys reasonably acceptable to the Administrative Agent or such documentation as is sufficient to omit the standard survey exception to coverage under the policy of title insurance), for which all necessary fees (where applicable) 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 buildings and other improvements, the location of any easements noted in the Mortgage Policies, parking spaces, rights of way, building set-back lines and other dimensional regulations (each to the extent plottable) and the absence of material encroachments, either by such improvements to or on such property, and other 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 insurance required by the terms of this Agreement with respect to the properties covered by the Mortgage,
(F) (i) evidence as to whether each Mortgaged Property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) pursuant to a standard flood hazard determination form ordered and received by the Administrative Agent, and (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 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 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 states in which the Mortgaged Property is located, in form and substance reasonably satisfactory to the Administrative Agent with respect to the enforceability and perfection of the Mortgages and any related fixture filings (including that the relevant mortgagor is validly existing and in good standing, corporate power, due authorization, execution and delivery, no conflicts and no consents),
(H) such other actions reasonably requested by the Administrative Agent that are necessary in order to create valid and subsisting Liens on the 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 fifteen (15) days 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 formation, acquisition or Acquisitiondesignation, 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 Credit Loan Parties reasonably 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; and;
(vi) as promptly as practicable after such formation formation, acquisition or Acquisitiondesignation, deliver, upon the reasonable request of the Administrative Agent in its sole discretionAgent, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater (other than $2,500,000 Excluded Property (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viiias defined in the Security Agreement)) owned or held by the entity that is the subject of such formation or Acquisition and that is request (not to be subject to a Mortgage as provided in this Section 6.12include any Excluded Subsidiary), title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and any existing Phase I environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters reports as the Administrative Agent may reasonably request, and;
(vvii) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request occurrence and during the continuance of the Administrative Agent in its sole discretion to the Administrative Agent an Event of Default, with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, any and all cash dividends paid or payable to the extent applicable, (and to the extent provided Borrower or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or Restricted Subsidiary from any of its Subsidiaries shall have otherwise received any of the foregoing items with respect from time to such real property, such items shall, promptly after the receipt thereof, be delivered to time upon the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) ’s request, promptly execute and deliver, or cause such Restricted Subsidiary to promptly execute and deliver, as the case may be, any Loan Document and all further instruments and take or cause such Restricted Subsidiary to take, as the contrarycase may be, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of all such other action as the Administrative Agent may reasonably deem necessary or desirable in order to obtain and (B) notwithstanding clause (A) maintain from and after the time such dividend is paid or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the payable a perfected lien on and security interest of the Administrative Agent.in such dividends; and
(cviii) At at any time upon request of the Administrative Agent or the Required Lendersand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving preserving, the Liens ofof such mortgages, such pledges, assignments, Security Agreement Supplements, IP Security Agreement Supplements and security agreements, in each case subject to the terms of and to the extent required by the Collateral Documents. Notwithstanding any of the foregoing and for the avoidance of doubt, the obligations of the Loan Parties under this Section 6.12 shall be subject to the provisions set forth in the Intercreditor Agreement.
Appears in 1 contract
Samples: Senior Secured Second Lien Credit Agreement (Dynatrace Holdings LLC)
Covenant to Guarantee Obligations and Give Security. (a) Upon The Borrower shall, at the Borrower’s expense, (x) upon the formation or Acquisition acquisition by any Credit Loan Party of any new direct or indirect Wholly-Owned Domestic Subsidiary that is not either (i) on a Pro Forma Basis after giving effect to such formation or acquisition on the Closing Date date of such formation or acquisition an Immaterial Subsidiary or (ii) an Excluded Subsidiary or (y) at the request of the Administrative Agent (other than in the case of clause (ii) below), following the acquisition by any Foreign Subsidiaries) (providedLoan Party of any property of a type required to be subject to a security interest pursuant to any Collateral Document, that prior to any such formation or Acquisition, such Credit Party shall have received in the written consent reasonable judgment of the Required Lenders)Administrative Agent, then shall not already be subject to a perfected security interest (with the Credit Parties shallpriority provided for in the Intercreditor Agreement) in favor of the Administrative Agent for the benefit of the Secured Parties, at to the Credit Parties’ expenseextent required by the Collateral Documents and not otherwise constituting Excluded Assets:
(i) in the case of clause (x) above, within ten (10) 30 days after such formation or acquisition (or such longer period later date as may be agreed by the Administrative Agent in its discretion) after such formation or AcquisitionAgent), cause such Restricted Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, cause such Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Security a guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ obligations under the Loan Documents,
(ii) in the case of each of clauses (x) and (y) above, within 60 days after such formation or acquisition (or such later date as may be agreed by the Administrative Agent), cause (1) such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) or (2) such Loan Party, as specified by applicable, to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt and mortgages in respect of any Real Property owned in fee simple with a value in excess of $5,000,000 (“Material Real Property”), in form and substance reasonably satisfactory to the Administrative Agent (including delivery together with the fixture filings and assignments of all certificates representing leases and rents referred to therein, as the Capital Stock in and of such Subsidiarysame may be amended, the “Mortgages”), securing payment of all the Obligations of such Subsidiary Restricted Subsidiary, such parent or such parentLoan Party, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,Real Property, together with:
(ivA) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its 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 whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion evidence that counterparts of the Administrative Agent to vest Mortgages have been duly executed, acknowledged and delivered and are in the Administrative Agent (form suitable for filing or recording in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) days after such formation filing 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 Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as recording offices that 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 fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.reasonably
Appears in 1 contract
Samples: Credit Agreement (Ciena Corp)
Covenant to Guarantee Obligations and Give Security. At any time (ax) Upon upon the formation or Acquisition by any Credit Party request of the Collateral Agent following the occurrence and during the continuance of a Default, (y) at such time as any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent Subsidiaries of the Required Lenders)Borrower are formed or acquired by any Loan Party or (z) any property is acquired by any Loan Party, then the Credit Parties shall, in each case at the Credit Parties’ expenseexpense of the Borrower:
(i) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such request, formation or Acquisitionacquisition, cause each such Subsidiary (other than any Foreign Subsidiary), and cause each direct and indirect parent (other than the Borrower and Subsidiary any Foreign Subsidiary) of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Collateral Agent a Guarantee guaranty, in form and substance satisfactory to the Collateral Agent, guaranteeing the other Credit Loan Parties’ obligations ' Obligations under the Loan Documents,
(ii) within ten (10) 10 days (or such longer period as agreed by the Administrative Agent in its discretion) after such request, formation or Acquisitionacquisition, furnish to the Administrative Collateral Agent a description of the real and personal properties of such Subsidiary, the Borrower and its Subsidiaries in detail reasonably satisfactory to the Administrative Collateral Agent,
(iii) within fifteen (15) 15 days (or such longer period as agreed by the Administrative Agent in its discretion) after such request, formation or Acquisitionacquisition, duly execute and deliver, and cause each such Subsidiary (other than any Foreign Subsidiary) and each direct and indirect parent of such Subsidiary (if it has not already done so) (other than any Foreign Subsidiary except to the extent permitted in the fourth proviso below) to duly execute and deliver deliver, to the Administrative Collateral Agent Security Documentsmortgages, pledges, assignments and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary)Collateral Agent, securing payment of all the Obligations of the Borrower, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its 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 whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) 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 Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request; and
(vi) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.Loan
Appears in 1 contract
Samples: Credit Agreement (Amf Group Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Subsidiary that is a wholly-owned Material Domestic Subsidiary after by any Loan Party, the Closing Date (other than any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders), then the Credit Parties Borrower shall, at the Credit Parties’ expense:Borrower’s 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):
(i) within ten (10) 30 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent shall agree in its sole discretion) after such formation or Acquisition), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee 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 other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 15 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent shall agree in its sole discretion) after such formation or Acquisition), furnish to the Administrative Agent a description of the real and personal properties any Material Real Property of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 45 days after such formation or acquisition (or such longer period as agreed by the Administrative Agent shall agree 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 duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt and mortgages in respect of any Material Real Property of such Subsidiary and Security DocumentsAgreement Supplements, as specified by IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(v), in each case constituting Collateral), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen 60 days after such formation or acquisition (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent shall agree 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 whatever action all reasonable actions (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents or such other actions documents) as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Documents 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 fifteen (15) 60 days after such formation or Acquisitionacquisition (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 in its sole discretionAgent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionacquisition (or such longer period as the Administrative Agent shall agree in its sole discretion), deliver, upon the reasonable request of the Administrative Agent in its sole discretionAgent, to the Administrative Agent Agent, with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property Material Real Property that is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12acquisition, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, 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 Credit 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 (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 Credit Party following the Closing Date (providedLoan Party, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), and if such property, in the reasonable judgment of the Administrative AgentAgent (to the extent such property is material), shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, upon the reasonable request of the Administrative Agent, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 15 days after such acquisition (or such longer period as agreed by the Administrative Agent shall agree in its sole discretion) after such acquisition), furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 45 days after such acquisition (or such longer period as agreed by the Administrative Agent shall agree in its sole discretion) after such acquisition), cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, mortgage modifications, Security Documents Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the extent not already delivered), as specified by and Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) 60 days after such acquisition (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisitionlonger period as the Administrative Agent shall agree in its sole discretion), cause the applicable Credit Loan Party to take whatever action all reasonable actions (including the recording of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawdocuments) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) 60 days after such acquisition (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viiilonger period as the Administrative Agent shall agree in its sole discretion)) after such acquisition, deliver to the Administrative Agent, upon the reasonable request of the Administrative Agent in its sole discretionAgent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Credit 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 fee owned real property having a fair market value greater than $2,500,000 Material Real Property (unless substantially all of or such property is subject to a Lien permitted by Section 7.03(a)(viiilonger period as the Administrative Agent shall agree in its sole discretion), deliver, upon the reasonable request of the Administrative Agent in its sole discretion Agent, to the Administrative Agent Agent, with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12property, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) 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 Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained ,
(c) 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 this Section 6.12(b) or any Loan Document its sole discretion), furnish to the contrary, (A) no more than 65% Administrative Agent a description of the voting Capital Stock material real and 100% personal properties of the non-voting Capital Stock 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 already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, Security Agreement Supplements, IP Security Agreement Supplements and other security and pledge agreements, substantially in the applicable form (if any) attached to the Loan Documents or otherwise in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all Pledged Equity and Pledged Debt in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(v), 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 Foreign Subsidiary formed or acquired representative of the Administrative Agent designated by any Credit Party shall be required 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 interest 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 (Bii) notwithstanding clause and (Aiii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after such request (or anything 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 Document 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 contraryAdministrative Agent, no Capital Stock which is directly or indirectly owned by any CFC shall be subject provided, however, that to the security interest 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.
(cd) At any time upon reasonable request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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, deeds of trust, trust deeds, deeds to secure debt, mortgages, Security DocumentsAgreement 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 Administrative Agent and the Borrower reasonably determine in writing that the costs of taking such action are excessive in relation to the benefit to the Lenders of the security to be afforded thereby.
Appears in 1 contract
Samples: Credit Agreement (MSCI Inc.)
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than (x) any Foreign SubsidiariesCFC or a Subsidiary that is held directly or indirectly by a CFC or (y) (provided, any Subsidiary that prior to is prohibited by applicable Law from guaranteeing the Obligations and/or providing any such formation or Acquisition, such Credit Party shall have received security therefor without the written consent of the Required Lenders)a PUC) by any Loan Party, then the Credit Parties Borrowers shall, at the Credit PartiesBorrowers’ expense:
(i) within ten (10) 10 days after such formation or acquisition (or such longer period as may be agreed to by the Administrative Agent in its discretion) after such formation or AcquisitionAgent), cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 10 days after such formation or acquisition (or such longer period as may be agreed to by the Administrative Agent in its discretion) after such formation or AcquisitionAgent), furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 15 days after such formation or acquisition (or such longer period as may be agreed to by the Administrative Agent in its discretion) after such formation or AcquisitionAgent), 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 Security 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 (including delivery of all certificates representing Pledged Securities (as defined in the Capital Stock Pledge Agreement) in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen 30 days after such formation or acquisition (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as may be agreed to by the Administrative Agent in its discretion) after such formation or AcquisitionAgent), cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents 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,
(v) within fifteen (15) 60 days after such formation or Acquisitionacquisition (or such longer period as may be agreed to by the Administrative Agent), deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured PartiesLenders, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionacquisition, 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 having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, acquisition title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils soil and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit 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 Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)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 (interest, subject in priority only to the Carve-Out) Section 10.14, in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrowers shall, at the Credit PartiesBorrowers’ expense:
(i) within ten (10) 10 days after such acquisition (or such longer period as may be agreed to by the Administrative Agent in its discretion) after such acquisitionAgent), furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 15 days after such acquisition (or such longer period as may be agreed to by the Administrative Agent in its discretion) after such acquisitionAgent), cause the applicable Credit Loan Party to duly execute and deliver to the Administrative Agent Security Documents (deeds of trust, trust deeds, deeds to the extent not already delivered)secure debt, Mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) 30 days after such acquisition (or forty-five (45) days with respect such longer period as may be agreed to fee owned real property required to be subject to a Mortgage) after such acquisitionby the Administrative Agent), cause the applicable Credit 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 or such action necessary or desirable under applicable Lawdocuments) 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 partiesparties in accordance with their terms,
(iv) within fifteen (15) 60 days after such acquisition (or forty-five (45) days with respect such longer period as may be agreed to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viiithe Administrative Agent)) 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 PartiesLenders, of counsel for the Credit 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 fee owned a real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)property, deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils soil and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b.
(c) or any Loan Document 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 contrary, (A) no more than 65% Administrative Agent a description of the voting Capital Stock real and 100% personal properties of the non-voting Capital Stock 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 (other than any CFC or a Subsidiary that is held directly or indirectly by a CFC) (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, Mortgages, leasehold mortgages, leasehold deeds of trust and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent (including delivery of all Pledged Securities (as defined in the Pledge Agreement) 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 (other than any Foreign CFC or a Subsidiary formed that is held directly or acquired indirectly by a CFC) 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 Credit Party shall be required 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 interest of the Administrative Agent and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(Biv) notwithstanding clause (A) or anything in any Loan Document within 60 days after such request, deliver to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time , upon the request of the Administrative Agent or in its sole discretion, a signed copy of a favorable opinion, addressed to the Required Administrative Agent and the other Lenders, promptly execute of counsel for the Loan Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and deliver any (iii) above, and all further instruments and documents and take all as to such other action 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 Required Lenders may deem necessary Borrowers and their Subsidiaries, title reports, surveys and engineering, soil and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or desirable in obtaining any of its Subsidiaries shall have otherwise received any of the full benefits of, or (as applicable) in perfecting and preserving the Liens offoregoing items with respect to such real property, such Security Documentsitems shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon (x) the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Material Restricted Subsidiary after the Closing Date (other than any Foreign SubsidiariesCFC or any Subsidiary that is held directly or indirectly by a CFC) by any Loan Party (providedincluding by designation of an existing Unrestricted Subsidiary as a Restricted Subsidiary and any Restricted Subsidiary ceasing to be an Immaterial Subsidiary) or (y) in the case of Alliant Arizona, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent occurrence of an Alliant Arizona Trigger Event and the Required Lenders)designation of Alliant Arizona as a Restricted Subsidiary, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days (or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Restricted Subsidiary, and cause each direct and indirect parent and Subsidiary of such Restricted Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 30 days (or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real Material Real Estate and personal properties of such Restricted Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) 30 days (or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) to (A) duly execute and deliver to the Administrative Agent Security DocumentsAgreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Restricted Subsidiary (other than Equity Interests in any Immaterial Subsidiary and any Unrestricted Subsidiary), and other instruments of the type specified in Section 4.01(a)(iii)), securing payment of all the Obligations of such Restricted Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real personal property and personal properties(B) deliver such evidence of its existence, good standing, and authority to take such actions, as is reasonably requested by the Administrative Agent,
(iv) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Restricted Subsidiary and each direct and indirect parent of such Restricted Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents 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 fifteen 30 days (15or such longer period as may be reasonably acceptable to the Administrative Agent) days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinionopinion or opinions, addressed to the Administrative Agent Agent, the L/C Issuers, the Swing Line Lender, and the other Secured PartiesLenders, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisitionacquisition, 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 having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) Material Real Estate owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, Subsidiary any title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to as the Administrative AgentAgent may reasonably request.
(b) Upon the acquisition, development or creation of any Real Estate that is Material Real Estate or any personal property (other than any Excluded Collateral, as referred to in the applicable Collateral Document) (including by (i) the acquisition of any property new direct or indirect Material Restricted Subsidiary (other than any CFC or any Subsidiary that is held directly or indirectly by a CFC) by any Credit Party following Loan Party, (ii) the Closing Date designation of an existing Unrestricted Subsidiary as a Restricted Subsidiary and any Restricted Subsidiary ceasing to be Immaterial Subsidiary and (providediii) in the case of Alliant Arizona, that prior to the occurrence of an Alliant Arizona Trigger Event and the designation of Alliant Arizona as a Restricted Subsidiary) by any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, if such property, in the reasonable judgment of the Administrative Agent, shall is not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Parties, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 30 days (or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such acquisition, furnish to the Administrative Agent a description of the such property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) 30 days (or such longer period as agreed by may be reasonably acceptable to the Administrative Agent in its discretionAgent) after such acquisition, cause the applicable Credit Loan Party to (A) duly execute and deliver to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, supplements to any of the foregoing, Security Documents (to the extent not already delivered)Agreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties, and (B) deliver such evidence of its existence, good standing, and authority to take such actions, as is reasonably requested by the Administrative Agent,
(iii) within fifteen (15) 30 days (or forty-five (45) days with respect such longer period as may be reasonably acceptable to fee owned real property required to be subject to a Mortgagethe Administrative Agent) after such acquisition, cause the applicable Credit Loan Party to take whatever action (including the recording delivery of Mortgagesmortgages, the filing of Uniform Commercial Code financing statements, statements and the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Lawnotices) may be reasonably necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) 30 days (or forty-five (45) days with respect such longer period as may be reasonably acceptable to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)the Administrative Agent) 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 Agent, the L/C Issuers, the Swing Line Lender, and the other Secured PartiesLenders, of counsel for the Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request,
(v) within 90 days (or such longer period as may be reasonably acceptable to the Administrative Agent) after any such acquisition of any Material Real Estate described under clauses (b) or (c) of the definition thereof, a Mortgage Policy with respect to such Material Real Estate, and
(vvi) as promptly as practicable after any acquisition acquisition, development or creation of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)Material Real Estate, deliver, upon the reasonable request of the Administrative Agent in its sole discretion Agent, to the Administrative Agent with respect to such Material Real Estate, any title reports, surveys and engineering, soils and other reports, and environmental assessment reports, reasonably required by the Administrative Agent in form and substance reasonably acceptable to the Administrative Agent,
(c) Upon the request of the Administrative Agent (and, in the case of clause (iv) below, upon the request of the Required Lenders) following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense:
(i) within 10 days (or such longer period as may be reasonably acceptable to the Administrative Agent) after such request, furnish to the Administrative Agent a description of the real property that is and personal properties of the Loan Parties and their respective Restricted Subsidiaries in detail satisfactory to the Administrative Agent,
(ii) within 15 days (or such longer period as may be reasonably acceptable to the Administrative Agent) after such request, duly execute and deliver, and cause each Loan Party (if it has not already done so) to duly execute and deliver, to the Administrative Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement supplements, Pledge Agreement supplements and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all pledged Equity and pledged Indebtedness in and of such Restricted 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 (or such longer period as may be reasonably acceptable to the Administrative Agent) 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 reasonably necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to a Mortgage as provided in the deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security Agreement supplements and security and pledge agreements delivered pursuant to this Section 6.12, flood zone determination forms, flood insurance certificates, enforceable against all third parties in accordance with their terms,
(iv) within 30 days (or such longer period as may be reasonably acceptable to the extent applicableAdministrative Agent) after such request, (arrange for, and cause the notation of, the Administrative Agent’s Lien on the certificates of title of all motor vehicles and trailers purchased or acquired after the Closing Date and deliver such certificates of title to the extent provided Administrative Agent such that the Administrative Agent has a valid perfected first priority Lien in those motor vehicles and trailers,
(v) within 60 days (or required to such longer period as may be provided reasonably acceptable to the Senior Notes TrusteeAdministrative Agent) after such request, deliver to the Administrative Agent a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above, and as to such other matters as the Administrative Agent may reasonably request, and
(vi) as promptly as practicable after such request, deliver to the Administrative Agent with respect to each parcel of real property owned or held by the Borrower and its Restricted 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 Credit Loan Party or any of its Restricted Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided .
(d) Upon the formation or acquisition of any new direct Material Restricted Subsidiary that notwithstanding anything contained in this Section 6.12(b) is classified as a CFC and directly owned by a Loan Party (unless such Subsidiary is designated as an Immaterial Subsidiary), the Borrower shall, at Borrower’s sole expense within 30 days after such formation or any Loan Document acquisition (or such longer period as may be reasonably acceptable to the contraryAdministrative Agent), cause such new Subsidiary, and cause each Loan Party that is a direct parent of such new Subsidiary (Aif it has not already done so), to (i) no more than 65duly execute and deliver to the Administrative Agent pledge agreements in form and substance reasonably satisfactory to the Administrative Agent that represent a pledge of 66% of the total voting Capital Stock and 100% power of the non-voting Capital Stock total outstanding Equity Interests of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to such new Subsidiary, (ii) upon the security interest request of the Administrative Agent in its sole discretion, deliver 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 the matters contained in clause (i) above and as to such other matters as the Administrative Agent may reasonably request and (Biii) notwithstanding clause take whatever action (Aincluding with respect to any applicable foreign Laws) may be necessary or anything advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any Loan Document representative of the Administrative Agent designated by it) valid and subsisting Liens on 66% of the total voting power of the total outstanding Equity Interests of such new Subsidiary. It is understood and agreed that this Section 6.12(d) shall not apply to the contrary, no Capital Stock which (x) any new direct Subsidiary that is held directly or indirectly owned by a CFC, (y) any CFC shall be subject to the security interest of the Administrative AgentImmaterial Subsidiary or (z) any Unrestricted Subsidiary.
(ce) Notwithstanding the foregoing, if at any time all Immaterial Subsidiaries, taken as a whole, (i) have total assets at such time exceeding 2.5% of the total assets of the Borrower and its Restricted Subsidiaries, determined in accordance with GAAP or (ii) generate more than 2.5% of Consolidated EBITDA for the most recently completed four fiscal quarter period, in either case as of the fiscal quarter most recently ended and for which financial statements have been delivered pursuant to Section 6.01(a) or 6.01(b), then the Borrower shall designate which of such Subsidiaries shall no longer constitute “Immaterial Subsidiaries” for purposes of this Credit Agreement to the extent necessary to cause such excess to be eliminated and, with respect to any Subsidiary that ceases to be an Immaterial Subsidiary as a result of such designation, the Borrower shall take, and cause such Subsidiary to take, such action as is necessary to comply with this Section 6.12.
(f) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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, deeds of trust, trust deeds, deeds to secure debt, mortgages, leasehold mortgages, leasehold deeds of trust, Security DocumentsAgreement supplements and other security and pledge agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (a) Upon the formation or Acquisition acquisition by any Credit Loan Party of any new direct or indirect Domestic Subsidiary after the Closing Date (other than the Captive Insurance Company) or (b) the acquisition of any Foreign Subsidiariespersonal property (including Equity Interests) (providedby any Loan Party, that prior and if such property, pursuant to any such formation or Acquisition, such Credit Party shall have received the written consent terms of the Required Lenders)Collateral 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, then the Credit Parties shall, in each case at the Credit PartiesBorrowers’ expense:
(i) within ten sixty (1060) days (or as such longer time period as agreed may be extended by the Administrative Agent in its sole discretion) after such formation or Acquisition, acquisition cause each such Subsidiary, and cause each direct and indirect parent and Subsidiary of any such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee Guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Administrative Agent, consistent with the guaranty agreements in effect on the Closing Date, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,Documents (other than any Excluded Swap Obligations);
(ii) within ten sixty (1060) days (or as such longer time period as agreed may be extended by the Administrative Agent in its sole discretion) after such request, formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and +personal properties of such Subsidiarythe Loan Parties and their respective Subsidiaries, in detail reasonably satisfactory to the Administrative Agent,;
(iii) within fifteen sixty (1560) days (or as such longer time period as agreed may be extended by the Administrative Agent in its sole discretion) after such request, formation or Acquisitionacquisition, duly execute and deliver, and cause each such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent pledges, assignments, Security DocumentsAgreement Supplements, intellectual property security agreement and other security agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent consistent with the Security Agreement, Intellectual Property Security Agreements and other security agreements in effect on the Closing Date (including delivery of all certificates representing the Capital Stock certificated Equity Interests in and of such Subsidiary, duly endorsed for transfer), securing payment of all the Obligations of the applicable Loan Party, such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,, except for certain immaterial assets (including motor vehicles) in Administrative Agent’s sole discretion;
(iv) within fifteen sixty (1560) days (or forty-five (45) days with respect to fee owned real property required to as such time period may be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed extended by the Administrative Agent in its sole discretion) after such request, formation or Acquisitionacquisition, take, and cause such Subsidiary and each direct and indirect parent or the parent(s) of such Subsidiary (if it has not already done so) to take take, whatever action (including the recording of Mortgagesincluding, without limitation, the filing of Uniform Commercial Code UCC financing statements, and other lien documents, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawnotices) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the pledges, assignments, Security Documents Agreement Supplements, intellectual property security agreements and security agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,;
(v) as promptly as practicable (i) notify the Administrative Agent (on the Closing Date or thereafter with respect to later properties and locations) of (A) the location of each Loan Party’s headquarters (or any change in such location) and (B) any parcel or unit of real property leased by any Loan Party from any Person that is not a Loan Party having Collateral with a net book value in excess of $500,000 stored or located therein or thereon, or that is otherwise material to the operations of the Loan Parties and their respective Subsidiaries (as reasonably determined by the Administrative Agent (after such notice) and the Borrowing Agent), and (ii) after request of the Administrative Agent in its sole discretion, use commercially reasonable efforts to deliver to the Administrative Agent Landlord Waivers, estoppels and/or collateral access letters with respect to each location described in clause (i) above;
(vi) promptly following the date of lease (as lessee) of any real property of any Loan Party after the Closing Date, notify the Administrative Agent in writing thereof and, if requested in writing by the Administrative Agent in its sole discretion, within fifteen (15) 90 days after such formation 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 AcquisitionAffiliate thereof, deliver 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 Credit Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii), (iv) and (ivvi) above, and as to such other matters as the Administrative Agent may reasonably request; and
(viviii) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lendersand from time to time, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the 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, pledges, assignments, Security DocumentsAgreement Supplements, intellectual property security agreements and security agreements.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign SubsidiariesSubsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then the Credit Parties Domestic Borrower shall, at the Credit Parties’ Domestic Borrower’s expense:
(i) within ten (10) 45 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Domestic Administrative Agent a Guarantee guaranty or guaranty supplement, in form and substance reasonably satisfactory to the Domestic Administrative Agent, guaranteeing the other Credit Loan Parties’ obligations under the Loan Documents,
(ii) within ten (10) 45 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Domestic Administrative Agent a description of such information regarding the real and personal properties of such Subsidiary, in detail reasonably satisfactory to Subsidiary as would have been required under the Administrative AgentLoan Documents had such Subsidiary existed as of the Closing Date,
(iii) within fifteen (15) 45 days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver Security Agreement Supplements and amendments to the Pledge Agreement to the Domestic Administrative Agent Security Documentsand other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Domestic Administrative Agent (including delivery of all certificates representing the Capital Stock pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iv)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal propertiesDocuments,
(iv) within fifteen (15) 45 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action reasonably requested by Domestic Administrative Agent (including the recording of Mortgages, the filing preparation of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) that may be necessary or advisable in the reasonable opinion of the Domestic Administrative Agent to vest in assist the Domestic Administrative Agent (or in any representative of the Domestic Administrative Agent designated by it) in obtaining valid and subsisting Liens on the properties purported to be subject to the Security Documents Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,and
(v) within fifteen (15) 60 days after such formation or Acquisitionacquisition, deliver to the Domestic Administrative Agent, upon the request of the Domestic Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Domestic Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Domestic Administrative Agent as to the such matters contained in clauses (i), (iii) and (iv) above, and as relating to such other matters Subsidiary as the Domestic 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 fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its 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 item of personal property with the fair market value in excess of $2,000,000 individually by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, if such property, in the reasonable judgment of the Domestic Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Domestic Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by required pursuant to the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Loan Documents, then the Credit Parties Domestic Borrower shall, at the Credit Parties’ Domestic Borrower’s expense:
(i) within ten (10) 45 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative AgentAgent that would have been required under the Loan Documents had such property been owned as of the Closing Date,
(ii) within fifteen (15) 45 days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver Security Agreement Supplements to the Domestic Administrative Agent Security Documents (to the extent not already delivered)and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Domestic Administrative Agent, securing payment of all the Obligations of the applicable Credit Loan Party under the Loan Documents and constituting Liens on all such properties, and
(iii) within 45 days after such acquisition, cause the applicable Loan Party to take whatever action reasonably requested by the Domestic Administrative Agent (including the preparation of Uniform Commercial Code financing statements) that may be necessary or advisable in the reasonable opinion of the Domestic Administrative Agent to assist the Domestic Administrative Agent (or in any representative of the Domestic Administrative Agent designated by it) in obtaining valid and subsisting Liens on such property.
(c) Upon the request of the Domestic Administrative Agent following the occurrence and during the continuance of a Default, the Domestic Borrower shall, at the Domestic Borrower’s expense:
(i) within 30 days after such request, furnish to the Domestic Administrative Agent a description of the material real and personal properties of the Loan Parties and their respective Subsidiaries in detail reasonably satisfactory to the Domestic Administrative Agent,
(ii) within 30 days after such request, duly execute and deliver, and cause each Subsidiary (other than any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) of the Domestic Borrower (if it has not already done so) to duly execute and deliver Security Agreement Supplements to the Domestic Administrative Agent and other security and pledge agreements, as specified by and in form and substance reasonably satisfactory to the Domestic Administrative Agent (including delivery of all pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iv)), securing payment of all the Obligations of such Subsidiary under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisitionrequest, take, and cause each Subsidiary (other than any Foreign Subsidiary or a Subsidiary that is held directly or indirectly by a Foreign Subsidiary) of the applicable Credit Party Domestic Borrower to take take, whatever action requested by the Domestic Administrative Agent (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) that may be necessary or advisable in the reasonable opinion of the Domestic Administrative Agent to vest in the Domestic Administrative Agent (or in any representative of the Domestic Administrative Agent designated by it) valid and subsisting Liens on such propertythe properties purported to be subject to the Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties,and
(iv) within fifteen (15) 60 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisitionrequest, deliver to the Domestic Administrative Agent, upon the request of the Domestic Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Domestic Administrative Agent and the other Secured Parties, of counsel for the Credit Loan Parties reasonably acceptable to the Domestic Administrative Agent as to the matters contained in clauses (ii) and (iii) above above, and as to such other matters as the Domestic Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(cd) At any time upon request of the Domestic Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Domestic Administrative Agent or the Required Lenders 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. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (i) not more than 65% of the Equity Interests of a first-tier Foreign Subsidiary shall be required to be pledged pursuant to any of the Loan Documents, (ii) in no event shall any Foreign Subsidiary, any direct or indirect Subsidiary of a Foreign Subsidiary, or any of Guess? Royalty Finance LLC, Guess? Licensing, Inc., Guess? IP GP LLC, Guess? IP LP LLC or Guess? IP Holder L.P. or any other Subsidiary formed for a similar purpose in connection with a permitted refinancing of the Senior Notes be required to become a Guarantor, nor shall any security interest be required to be granted with respect to any assets of (including Equity Interests) of any such Person pursuant to the Loan Documents, and (iii) assets (including Equity Interests) shall be excluded from the requirements of this Section 6.12 to the extent the Domestic Administrative Agent reasonably determines that the cost of obtaining or perfecting a security interest in such assets is excessive in relation to the benefit expected to be afforded to the Lenders thereby.
Appears in 1 contract
Samples: Credit Agreement (Guess Inc)
Covenant to Guarantee Obligations and Give Security. (a) Upon At any time that any Loan Party or any newly formed or acquired Subsidiary that is to become a Loan Party pursuant to clause (b) below acquires any Material Real Property or personal property (other than Excluded Property) not subject to a perfected, first priority Lien (subject to Liens permitted by Section 7.01) in favor of the formation or Acquisition by any Credit Party of any new direct or indirect Domestic Subsidiary Administrative Agent pursuant to the Collateral Documents, within ten (10) Business Days after the Closing Date acquisition of such Material Real Property or personal property (other than Excluded Property) by such Loan Party (other than any Foreign Subsidiariesleasehold interests in real property) (provided, that prior to any such or the formation or Acquisitionacquisition of such Subsidiary, the Borrower shall furnish to the Administrative Agent, in detail satisfactory to the Administrative Agent, a written description of such Credit Party shall have received the written consent of the Required LendersMaterial Real Property and personal property (other than Excluded Property), then the Credit Parties shall, at the Credit Parties’ expense:.
(ib) within ten Within forty-five (1045) days (or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such of the formation or Acquisitionacquisition of a Subsidiary (other than (x) an Excluded Subsidiary, (y) a CFC or (z) a CFC Holdco) by any Loan Party, the Borrower shall, or shall cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of Loan Party and/or such Subsidiary to, at the Borrower’s expense, (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or i) duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
Joinder Agreement; (ii) within ten deliver appropriate UCC-1 financing statements or such other financing statements as may be necessary in the Administrative Agent’s reasonable determination to obtain a first priority perfected Lien (10subject to Permitted Liens that are senior in priority under applicable Law) upon the assets of such Subsidiary; (iii) deliver to the Administrative Agent any instruments evidencing Collateral consisting of debt pledged pursuant to the Security Agreement or other instruments specified in the Collateral Documents (including delivery of all pledged Equity Interests in and of such Subsidiary); and (iv) provide to Administrative Agent all other documentation (including, to the extent requested by the Administrative Agent, one or more legal opinions of counsel with respect to the execution and delivery of the applicable documentation referred to herein and perfection of the Administrative Agent’s Lien granted in connection therewith); in each case, all in form and substance reasonably satisfactory to Administrative Agent.
(c) Within forty-five (45) days (or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such of the formation or Acquisitionacquisition of any new direct Subsidiary that is a (x) CFC or (y) CFC Holdco, furnish by any Loan Party, the Borrower shall, or shall cause such Loan Party, at the Borrower’s expense, (i) to enter into a supplement to the Security Agreement to pledge 66% of the voting Equity Interests held by such Loan Party in such Subsidiary and 100% of any non-voting Equity Interests held by such Loan Party, (ii) to deliver to the Administrative Agent a description any Securities Collateral and instruments evidencing Collateral consisting of debt pledged pursuant to the Security Agreement (in each case, including transfer powers related thereto) or other instruments required to be so delivered in the Collateral Documents and (iii) to provide to Administrative Agent all other documentation (including, to the extent requested by the Administrative Agent, one or more legal opinions of counsel with respect to the execution and delivery of the real applicable documentation referred to herein and personal properties perfection of such Subsidiarythe Administrative Agent’s Lien granted in connection therewith); in each case, all in detail form and substance reasonably satisfactory to the Administrative Agent,. For the avoidance of doubt, (A) no Excluded Subsidiary, CFC or CFC Holdco is required to guaranty the payment of any Obligations or grant a security interest on any of its property as security for any Obligation and (B) any Loan Party that pledges the Equity Interests of any Foreign Subsidiary, CFC or CFC Holdco shall not be required to execute a pledge governed by any foreign Laws.
(iiid) As soon as practicable but in any event within fifteen forty-five (1545) days (or such longer period as agreed by the Administrative Agent in its 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 Security Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its 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 whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) 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 Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request; and
(vi) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent agree in its sole reasonable discretion, to the Administrative Agent with respect to each parcel ) of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its 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 personal property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall other than Excluded Property not already be subject to a perfected first priority security interest perfected Lien (subject to Permitted Liens that are senior in priority only to the Carve-Outunder applicable Law) in favor of the Administrative Agent for by a Loan Party, the benefit of Borrower shall, or shall cause the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shallapplicable Loan Party to, at the Credit Parties’ Borrower’s expense:
, (i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (any Securities Collateral and instruments evidencing Collateral consisting of debt pledged pursuant to the extent not already delivered), as Security Agreement or other instruments specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Collateral Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or the Required Lenders may deem reasonably determine to be necessary or desirable in obtaining to obtain the full benefits of, or (as applicable) in perfecting and preserving the Liens of, the Collateral Documents; provided, however, that the Loan Parties shall not be obligated to grant leasehold mortgages in real property to the Administrative Agent.
(e) Promptly, but in any event within ninety (90) days (or such Security Documentslonger period as the Administrative Agent may agree in its reasonable discretion) of the acquisition by a Loan Party of any Material Real Property, the Borrower shall or shall cause such Loan Party to deliver deeds of trust, trust deeds, deeds to secure debt or mortgages, as the case may be, in form and substance reasonably satisfactory to the Administrative Agent and its counsel to account for local matters, covering such Material Real Property (together with the fixture filings and Assignments of Leases and Rents referred to therein in each case as amended, the “Mortgages”), duly executed by the appropriate Loan Party, together with:
(i) evidence that all filing, documentary, stamp, intangible and recording taxes and other fees in connection therewith have been paid,
(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies (the “Mortgage Policies”), with endorsements and in amounts reasonably acceptable to the Administrative Agent, issued, coinsured and reinsured by title insurers reasonably acceptable to the Administrative Agent, insuring the Mortgages to be valid first and subsisting Liens on the property described therein, free and clear of all defects (including, but not limited to, mechanics’ and materialmen’s Liens) and encumbrances, excepting only Permitted Encumbrances, and providing for such other affirmative insurance and such coinsurance and direct access reinsurance as the Administrative Agent may deem necessary,
(iii) evidence of the insurance required by the terms of the Mortgages, and
(iv) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto).
(f) Upon the request of the Administrative Agent following the occurrence and during the continuance of an Event of Default, the Borrower shall, at the Borrower’s expense within ten (10) days after such request, furnish to the Administrative Agent a description of the real property of the Loan Parties and their respective Subsidiaries in detail satisfactory to the Administrative Agent.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by With respect to any Credit Party of any new direct or indirect Domestic Subsidiary property acquired after the Closing Date date hereof (other than property referred to in Section 5.12(d)) by any Foreign Subsidiaries) (provided, Loan Party that prior is intended to be subject to the Lien created by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Collateral Documents but is not so subject, then the Credit Parties shall, at the Credit Parties’ expense:
promptly (i) and in any event within ten (10) 45 days (or such longer period as agreed by the Administrative Agent in its discretionmay approve) after such formation or Acquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary the acquisition thereof) (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly i) execute and deliver to the Administrative Agent a Guarantee guaranteeing such amendments or supplements to the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (relevant Collateral Documents or such longer period other documents as agreed by the Administrative Agent in its discretion) after such formation shall deem necessary or Acquisition, furnish advisable to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory grant to the Administrative Agent,
(iii) within fifteen (15) days (or , for its benefit and for the benefit of the other Secured Parties, a Lien on such longer period as agreed by the Administrative Agent in its 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 Security Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially no Liens other than Permitted Liens and (ii) take all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its 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 whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest cause such Lien to be duly perfected to the extent required by such Collateral Document in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. The Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents as the Administrative Agent shall require to confirm the validity, perfection and priority of the Lien of the Collateral Documents on such after-acquired properties.
(b) With respect to any Person that is or becomes a Subsidiary after the date hereof (i) deliver to the 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 and (ii) cause such Subsidiary promptly (and in any event within 30 days (or such longer period as the Administrative Agent may approve) after such Person becomes a Subsidiary) (A) to execute a joinder agreement or such comparable documentation to become a Guarantor and party to the Security Agreement, substantially in any representative the form annexed thereto and (B) to take all actions necessary or advisable in the reasonable opinion of the Administrative Agent designated to cause the Lien created by it) valid and subsisting Liens on the properties purported Security Agreement to be subject duly perfected to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties extent required by such agreement in accordance with their terms,
all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, (v1) within fifteen in no event shall the stock of any Foreign Subsidiary (15other than 65% of the total outstanding Voting Stock in any first-tier Material Foreign Subsidiary) be required to be so pledged and (2) no Foreign Subsidiary and no Domestic Subsidiary that is not a Material Domestic Subsidiary that is or becomes a Subsidiary after the date hereof shall be required to take the actions specified in clause (ii) of this Section 5.12(b). Notwithstanding the foregoing, no Mortgages shall be required until the date that is sixty (60) days after the applicable Person becomes a Subsidiary (or such formation or Acquisition, deliver to the Administrative Agent, later date as is agreed upon the request of by the Administrative Agent in its sole reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request; and
(vi) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(bc) Upon The Borrowers may, at their option, designate a Foreign Subsidiary to be a Guarantor. If any Foreign Subsidiary becomes a Guarantor after the acquisition of any property by any Credit Party following the Closing Date (provideddate hereof, that prior in addition to any requirements to deliver Equity Interests of such acquisition of any propertyForeign Subsidiary pursuant to Section 5.12(b), such Credit Party Foreign Subsidiary shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject (i) xxxxx x Xxxx to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties on all or substantially all of its assets to the same extent as if it was a Domestic Subsidiary, (unless such property is specifically excluded ii) enter into a security agreement to be governed by applicable local laws and reasonably satisfactory to the Administrative Agent, (iii) deliver opinions, certificates and any other documents or information as Collateral may be reasonably requested by the terms Administrative Agent and (iv) take all other actions necessary or advisable in the reasonable opinion of the Security Documents or is subject Administrative Agent to a cause the Lien permitted created by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:such security documents to be duly perfected to extent required by such security documents in accordance with all applicable Requirements of Law.
(id) Promptly grant to the Administrative Agent, within ten (10) 60 days (or such longer period as agreed by the Administrative Agent may approve) of the acquisition thereof, a security interest in its discretion) and Mortgage on each Real Property owned in fee by such Loan Party as is acquired by such Loan Party after such acquisitionthe Effective Date and that, furnish together with any improvements thereon, individually has a fair market value of at least $1,000,000, as additional security for the Secured Obligations (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.01). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory and shall constitute valid and enforceable perfected Liens subject only to Liens acceptable to the Administrative Agent,
(ii) within fifteen (15) days (. The Mortgages or instruments related thereto shall be duly recorded or filed in such longer period manner and in such places as agreed are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in its discretion) after connection therewith shall be paid in full. Such Loan Party shall otherwise take such acquisition, cause the applicable Credit Party to duly actions and execute and and/or deliver to the Administrative Agent Security Documents such documents as the Administrative Agent shall require to confirm the validity, perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (to the extent not already deliveredincluding a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination (together with notice relating thereto), as specified by title policy, a survey and local counsel opinion (in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with in respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viiiMortgage)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than any Foreign Subsidiaries (other than the AA UK Subsidiaries or any of their respective Subsidiaries)) (provided, that prior to by any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Party, then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign an Excluded Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, 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 Security Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock in and of such Subsidiary), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12, enforceable against all third parties in accordance with their terms,
(v) within fifteen (15) days after such formation or Acquisitionacquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (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 Acquisitionacquisition, 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 having a fair market value greater than $2,500,000 1,000,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders)Date, if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-OutPermitted Senior Liens) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 1,000,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion discretion, to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent. ; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary), (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Excluded Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. Upon (ax) Upon the formation or Acquisition by any Credit Party acquisition of (1) any new direct or indirect Domestic wholly-owned Subsidiary after the Closing Date (other than an Unrestricted Subsidiary, a CFC or a Subsidiary that is held directly or indirectly by a CFC) by any Foreign SubsidiariesLoan Party or (2) any new direct or indirect non wholly-owned Subsidiary acquired in connection with a Permitted Acquisition or Exchange (providedother than a CFC or a Subsidiary that is held directly or indirectly by a CFC), that prior to or (y) the acquisition of any property by any Loan Party if such formation or Acquisitionproperty, such Credit Party shall have received in the written consent reasonable judgment of the Required Lenders)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 Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(ia) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such formation or Acquisitionacquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiaryso), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan DocumentsSubsidiary Guaranty Supplement,
(iib) within ten (10) 30 days (or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such formation or Acquisitionacquisition, furnish to the Administrative Agent a description of the real and personal properties property of such SubsidiarySubsidiary or such newly-acquired property, in detail reasonably satisfactory to the Administrative Agent,
(iiic) within fifteen (15) 45 days (or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such formation or Acquisitionacquisition, 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 Security 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 the Capital Stock Pledged Equity Interests in and of such Subsidiary, and other instruments of the type specified in Section 5.01(a)(iii), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties),
(ivd) within fifteen (15) 60 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent may agree in its reasonable discretion) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action any actions required under the Security Agreement (including the recording of Mortgagesmortgages with respect to any Material Real Property so acquired, the filing of Uniform Commercial Code UCC financing statements, the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawdocuments) may be necessary or advisable in the reasonable opinion of reasonably requested by the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security supplemental Collateral Documents delivered pursuant to this Section 6.127.12; provided that, enforceable against all third parties for the avoidance of doubt, in accordance with their terms,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, and
(ve) within fifteen (15) 60 days after such formation or Acquisitionacquisition in the case of any Material Real Property, deliver to the Administrative Agentdeliver, (i) upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (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 reasonable discretion, to the Administrative Agent with respect to each parcel of fee Material Real Property owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned each Loan Party or held by newly acquired or newly formed Subsidiary, the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12Mortgages, title reports, surveys reports and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reportssurveys, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that (ii) to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent.
(b) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii))Borrower, then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12each parcel of Material Real Property owned by each Loan Party or newly acquired or newly formed Subsidiary, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reportsreports and (iii) to the Administrative Agent, all other items set forth on Schedule 7.13, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after the Closing Date (other than Subsidiaries by any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent of the Required Lenders)Loan Party, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) Within 30 days (or such longer period of time as agreed may be determined by the Administrative Agent in its discretionAgent) after such formation or Acquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as a Borrower hereto or duly execute and deliver to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,
(ii) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisitionacquisition, 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 Security Documentsa guaranty or guaranty supplement, substantially in the form of the Guaranty Agreement,
(ii) within 30 days (or such longer period of time as specified may be determined by the Agent) after such formation or acquisition, cause such Subsidiary to duly execute and in form and substance reasonably satisfactory deliver, to the Administrative Agent security agreement supplements, supplements to the Intellectual Property Security Agreement and other security and pledge agreements, in accordance with the terms of the Security Documents (including delivery of all certificates representing of the Capital Stock issued and outstanding shares of the capital stock or partnership or membership interests, as applicable, in and of such SubsidiarySubsidiary held by a Loan Party and including supplements to the schedules to such agreements), 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 propertiesDocuments,
(iviii) within fifteen (15) 30 days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period of time as agreed may be determined by the Administrative Agent in its discretionAgent) after such formation or Acquisitionacquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, statements and the giving of notices and the endorsement of notices on title documents or such other actions as are necessary or desirable under any applicable Lawnotices) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting perfect Liens on the properties purported to be subject to security agreement supplements, supplements to the Intellectual Property Security Documents Agreement and security and pledge agreements delivered pursuant to this Section 6.12§ 6.18, enforceable against all third parties in accordance with their terms,and
(viv) within fifteen 30 days (15or such longer period of time as may be determined by the Agent) days after such formation or Acquisitionacquisition, to the extent requested by the Agent, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable an opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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) as promptly as practicable after such formation or Acquisition, deliver, upon the request of the Administrative Agent in its sole discretion, to the Administrative Agent with respect to each parcel of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition and that is to be subject to a Mortgage as provided in this Section 6.12, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its 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.
(bn) Upon the acquisition of any property by any Credit Party following the Closing Date (provided, that prior to any such acquisition of any property, such Credit Party shall have received the written consent Section 7.1(b) of the Required Lenders), if such property, Credit Agreement is hereby amended and restated in the reasonable judgment of the Administrative Agent, shall not already be subject full to a perfected first priority security interest (subject in priority only to the Carve-Out) in favor of the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded read as Collateral by the terms of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expensefollows:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
(ii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative Agent.
(c) At any time upon request of the Administrative Agent or the Required Lenders, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security Documents.
Appears in 1 contract
Covenant to Guarantee Obligations and Give Security. (a) Upon the formation or Acquisition by any Credit Party acquisition of any new direct or indirect Domestic Subsidiary after (that is not a CFC) by any Loan Party or the Closing Date acquisition of any property by any Loan Party (not already subject to a perfected first priority Lien in favor of the Administrative Agent for the benefit of the Secured Parties) other than any Foreign Subsidiaries) (provided, that prior to any such formation or Acquisition, such Credit Party shall have received the written consent property consisting of the Required Lenders)Equity Interests in any CFC, then the Credit Parties Borrower shall, at the Credit Parties’ Borrower’s expense:
(i) within ten (10) 10 days of the acquisition of any ownership interest real property (or such longer period as agreed by the Administrative Agent may agree in its sole discretion) after such formation or Acquisition, cause such Subsidiary, and cause each direct and indirect parent and Subsidiary of such Subsidiary (if it has not already done so and is not a Foreign Subsidiary), to be joined as provide the Administrative Agent notice thereof along with a Borrower hereto or duly execute description of the property so acquired in form and deliver substance reasonably satisfactory to the Administrative Agent a Guarantee guaranteeing the other Credit Parties’ obligations under the Loan Documents,Agent;
(ii) within ten (10) 10 days after the end of each Fiscal Quarter of the Borrower (or such longer period as agreed by the Administrative Agent may agree in its sole discretion) after such formation or Acquisition, furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) within fifteen (15) days (or such longer period as agreed by the Administrative Agent in its discretion) after such formation or Acquisition), cause each Subsidiary formed or acquired during such Subsidiary Fiscal Quarter and each direct and indirect parent of such Subsidiary (if it has not already done so) or the applicable Loan Party to duly execute and deliver to the Administrative Agent Security the documents specified in Sections 4.01(a)(viii) and (ix), a Guaranty, and all Collateral Documents, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing the Capital Stock Pledged Collateral and all instruments representing Pledged Indebtedness in and of such Subsidiary, and other instruments of the type specified in Section 4.01(a)(iii), (iv) and (v)), securing payment of all the Obligations of such Subsidiary or such parentparent or such Loan Party, as the case may be, be under the Loan Documents and constituting perfected first priority Liens on all the assets of such real and personal propertiesformed or acquired Subsidiary,
(iviii) within fifteen 10 days after the end of each Fiscal Quarter of the Borrower (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) (in each case, or such longer period as agreed by the Administrative Agent may agree in its sole discretion) after such formation or Acquisition), cause each Subsidiary formed or acquired during such Subsidiary Fiscal Quarter and each direct and indirect parent of such Subsidiary (if it has not already done so) or such Loan Party to take whatever action (including the recording of Mortgagesmortgages and related consents, the filing of Uniform Commercial Code financing statements, the delivery of all certificates representing Pledged Collateral accompanied by undated transfer powers executed in blank, the delivery of all instruments evidencing Pledged Indebtedness accompanied by undated allonges executed in blank, the giving of notices and the endorsement of notices on title documents or such other actions documents) as are necessary or desirable under any applicable Law) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting first priority Liens on the properties purported to be subject to the Security Documents delivered pursuant to this Section 6.12Collateral Documents, enforceable against all third parties in accordance with their terms,
(viv) within fifteen (15) 10 days after the end of each Fiscal Quarter of the Borrower (or such formation longer period as the Administrative Agent may agree in its sole discretion), cause each Subsidiary formed or Acquisitionacquired during such Fiscal Quarter, to deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinionopinions, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit 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
(viv) as promptly as practicable after such formation or Acquisitionthe Administrative Agent’s request, 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 having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) owned or held by the entity that is the subject of such formation or Acquisition Borrower and that is to be subject to a Mortgage as provided in this Section 6.12its Subsidiaries, title reports, surveys and to the extent in the Credit Party’s possession or to the extent required by applicable Law, engineering, soils and other reports, and environmental assessment reportsReal Estate Support Documents, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit 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 formation or acquisition of any property new first tier CFC by any Credit Party following Loan Party, then the Closing Date Loan Parties shall, at the Loan Parties’ expense, cause the Persons holding the Equity Interests in such CFC to (provided, that prior i) duly execute and deliver to any such acquisition of any property, such Credit Party shall have received the written consent of the Required Lenders), if such property, in the reasonable judgment of the Administrative Agent, shall not already be subject a securities pledge agreement or a joinder agreement to a perfected first priority security interest (subject an existing Securities Pledge Agreement, in priority only each case, in form and substance satisfactory to the CarveAdministrative Agent, in which 65% of the voting Equity Interests and 100% of the non-Out) in favor voting Equity Interest of such CFC are pledged to the Administrative Agent for the benefit of the Secured Parties (unless such property is specifically excluded as Collateral by to secure the terms Loan Parties’ payment and performance of the Security Documents or is subject to a Lien permitted by Section 7.03(a)(viii)), then the Credit Parties shall, at the Credit Parties’ expense:
(i) within ten (10) days (or such longer period as agreed by the Administrative Agent in its discretion) after such acquisition, furnish to the Administrative Agent a description of the property so acquired in detail reasonably satisfactory to the Administrative Agent,
Obligations and (ii) within fifteen (15) days (or such longer period as agreed deliver all opinions, certificates, agreements and documents reasonably requested by the Administrative Agent in its discretion) after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Administrative Agent Security Documents (to the extent not already delivered), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Credit Party under the Loan Documents and constituting Liens on to take all such properties,
(iii) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage) after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of Mortgages, the filing of Uniform Commercial Code financing statements, the giving of notices and the endorsement of notices on title documents or such action necessary or desirable under applicable Law) other actions as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) Agent, valid and subsisting first-priority Liens on such property, enforceable against all third parties,
(iv) within fifteen (15) days (or forty-five (45) days with respect to fee owned real property required to be subject to a Mortgage unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii)) after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Credit Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of fee owned real property having a fair market value greater than $2,500,000 (unless substantially all of such property is subject to a Lien permitted by Section 7.03(a)(viii), deliver, upon the request of the Administrative Agent in its sole discretion to the Administrative Agent with respect to such real property that is to be subject to a Mortgage as provided in this Section 6.12, flood zone determination forms, flood insurance certificates, to the extent applicable, (and to the extent provided or required to be provided to the Senior Notes Trustee) title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; provided that notwithstanding anything contained in this Section 6.12(b) or any Loan Document to the contrary, (A) no more than 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of any Foreign Subsidiary formed or acquired by any Credit Party shall be required to be subject to the security interest of the Administrative Agent and (B) notwithstanding clause (A) or anything in any Loan Document to the contrary, no Capital Stock which is directly or indirectly owned by any CFC shall be subject to the security interest of the Administrative AgentEquity Interests.
(c) At any time upon request of the Administrative Agent or the Required LendersAgent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent or 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 Security guaranties and Collateral Documents.
Appears in 1 contract
Samples: Credit Agreement (Benihana Inc)
