Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including: (a) upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC), within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion): (i) with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent; (ii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement; (iii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent; (iv) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco); (v) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and (vi) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization. (b) [Reserved]; (c) As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date: (i) one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party; (ii) evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent; (iii) a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby; (iv) unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent; (v) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area; (vi) evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi); (vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11; (viii) such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect; (ix) an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and (x) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken. (d) With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan Party, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request. (e) With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Xxxx, LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request. (f) With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
Appears in 5 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC)Party, within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(i) with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;
(ii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;
(iv) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);
(v) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vi) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
(b) [Reserved];
(c) As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date:
(i) one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party;
(ii) evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(iii) a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;
(iv) unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent;
(v) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;
(vi) evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi);
(vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;
(viii) such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(ix) an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and
(x) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.
(d) With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan Party, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(e) With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Xxxx, LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(f) With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
Appears in 4 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC), within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(i) with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;
(ii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;
(iv) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);
(v) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vi) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
(b) [Reserved];
(c) As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date:
(i) one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party;
(ii) evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(iii) a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;
(iv) unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and the Administrative Agent, showing all buildings and other improvements, any off‑site off-site improvements, the location of any easements, parking spaces, rights of way, building set‑back 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent;
(v) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;
(vi) evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi);
(vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;
(viii) such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(ix) an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and
(x) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.
(d) With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan PartyParty or Variable Interest Entity of Nexstar Media, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(e) With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Xxxx, LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(f) With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
Appears in 3 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) : upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC), within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(i) ): with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;
(ii) ; with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) ; with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;
(iv) ; with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);
(v) ; with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vi) and with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
(b) . [Reserved];
(c) ] As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date:
(i) : one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party;
(ii) ; evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(iii) ; a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;
(iv) ; unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and the Administrative Agent, showing all buildings and other improvements, any off‑site off-site improvements, the location of any easements, parking spaces, rights of way, building set‑back 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent;
(v) ; a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;
(vi) ; evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi);
(vii) ; such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;
(viii) ; such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(ix) ; an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and
(x) and such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.
(d) . With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan PartyParty or Variable Interest Entity of Nexstar Media, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(e) . With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Xxxx, LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(f) . With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
Appears in 2 contracts
Samples: Credit Agreement (Nexstar Media Group, Inc.), Credit Agreement (Nexstar Media Group, Inc.)
Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC)Party, within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(i) with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;
(ii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;
(iv) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);
(v) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vi) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
(b) [Reserved];
(c) As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date:
(i) one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party;
(ii) evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(iii) a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;
(iv) unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and the Administrative Agent, showing all buildings and other improvements, any off‑site off-site improvements, the location of any easements, parking spaces, rights of way, building set‑back 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent;
(v) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;
(vi) evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi);
(vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;
(viii) such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(ix) an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and
(x) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.
(d) With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan PartyParty or Variable Interest Entity of Nexstar Media, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(e) With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Xxxx, LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(f) With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
Appears in 1 contract
Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC), within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(i) with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;
(ii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;
(iv) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);
(v) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vi) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
(b) [Reserved];
(c) As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date:
(i) one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party;
(ii) evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(iii) a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;
(iv) unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and the Administrative Agent, showing all buildings and other improvements, any off‑site off-site improvements, the location of any easements, parking spaces, rights of way, building set‑back 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent;
(v) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;
(vi) evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi);
(vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;
(viii) such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(ix) an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and
(x) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.
(d) With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan PartyParty or Variable Interest Entity of Nexstar Media, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(e) With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Wxxxx Xxxx, LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(f) With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
Appears in 1 contract
Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC), within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(i) with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;
(ii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;
(iv) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);
(v) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vi) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
(b) [Reserved];
(c) As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date:
(i) one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party;
(ii) evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(iii) a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;
(iv) unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent;
(v) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;
(vi) evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi);
(vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;
(viii) such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(ix) an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and
(x) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.
(d) With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan Party, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Pillsbury Xxxxxxxx & Xxxxx Xxxx Xxxxxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(e) With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Xxxx, Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(f) With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
Appears in 1 contract
Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC), within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(i) with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;
(ii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;
(iv) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);
(v) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vi) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
(b) [Reserved];
(c) As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date:
(i) one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party;
(ii) evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(iii) a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;
(iv) unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent;
(v) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;
(vi) evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi);
(vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;
(viii) such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(ix) an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and
(x) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.
(d) With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan Party, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxxxxx Kxxxxxxx & Xxxxx Exxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(e) With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Wxxxx Xxxx, LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(f) With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
Appears in 1 contract
Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC)Party, within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(i) with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;
(ii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;
(iv) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);
(v) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vi) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
(b) [Reserved];
(c) As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date:
(i) one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party;
(ii) evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(iii) a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;
(iv) unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and the Administrative Agent, showing all buildings and other improvements, any off‑site off-site improvements, the location of any easements, parking spaces, rights of way, building set‑back 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent;
(v) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;
(vi) evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi);
(vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;
(viii) such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(ix) an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and
(x) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.
(d) With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan Party, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxxxxx & Xxxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(e) With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Xxxx, LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(f) With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
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Covenant to Guarantee the Secured Obligations and Give Security. From and after the Closing Date, subject to Section 6.14, at the Borrower’s expense, take all action necessary or reasonably requested by the Administrative Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied, including:
(a) upon the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of a Loan Party (including, without limitation upon the formation of any Subsidiary that is a Delaware Divided LLC)Party, within 45 days after such formation, acquisition, designation or occurrence (or such longer period as the Administrative Agent may agree in its reasonable discretion):
(i) with respect to such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a description of the Material Real Properties owned by such Person in detail reasonably satisfactory to the Administrative Agent;
(ii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent a duly executed guarantee substantially in the form of the Guaranty, as appropriate (or supplement thereto), Mortgages, pledges, assignments, Security Agreement Supplements and other security agreements and documents or joinders or supplements thereto (including without limitation, with respect to Mortgages, the documents listed in Section 6.11(c)), to the extent required by the Collateral and Guarantee Requirement, the Security Documents or as otherwise reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent (consistent with the Mortgages, Security Agreement and other Security Documents in effect on the Closing Date), in each case granting Liens required by the Collateral and Guarantee Requirement;
(iii) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) and instruments evidencing the Indebtedness held by such Person and required to be pledged pursuant to the Security Documents, indorsed in blank to the Collateral Agent;
(iv) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent executed Security Agreement Supplements and deliver any and all certificates representing Equity Interests (to the extent certificated) that are required to be pledged pursuant to the Collateral and Guarantee Requirement, accompanied by undated stock powers or other appropriate instruments of transfer executed in blank (or any other documents customary under local law) (limited, in the case of Equity Interests of any Foreign Subsidiary or CFC Holdco, to 65% of the issued and outstanding Equity Interests of each such Foreign Subsidiary or CFC Holdco);
(v) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, take whatever action (including the recording of Mortgages, the filing of financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent and Administrative Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens required by the Collateral and Guarantee Requirement, enforceable against all third parties in accordance with their terms, except as such enforceability may be limited by Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and
(vi) with respect to each such Person that is required to become a Guarantor under the Collateral and Guarantee Requirement, deliver to the Administrative Agent, (1) a copy of the Organization Documents, including all amendments thereto, of each such Person, certified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its respective organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable Laws (where relevant) of such Person as of a recent date from the date of formation or acquisition, from such respective Secretary of State, similar Governmental Authority or other competent authority and (2) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable Law or director of each such Person dated the date of formation or acquisition and certifying (where relevant) (A) that attached thereto is a true and complete copy of the Organization Documents of each such Person as in effect on the date of formation or acquisition, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of each such Person authorizing the execution, delivery and performance of the Loan Documents to which such Person is a party and, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of each such Person have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing any Loan Document on behalf of each such Person and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable Law executing the certificate pursuant to clause (2) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
(b) [Reserved];
(c) As to each Material Real Property of a Loan Party owned on the Closing Date or acquired after the Closing Date (excluding any Material Real Property subject to a Lien permitted by Section 7.01(i) or (o) of any Group Credit Agreement), deliver to the Collateral Agent the following and otherwise satisfy the applicable Collateral and Guarantee Requirement with respect to such Material Real Property of a Loan Party within (x) 150 days after the Closing Date with respect to the Material Real Properties owned or acquired by a Loan Party on the Closing Date and (y) 60 days (or such longer period as the Collateral Agent may agree in its sole discretion) of the acquisition of such Material Real Property by any Loan Party with respect to Material Real Property acquired after the Closing Date:
(i) one or more counterparts, as specified by the Collateral Agent, of a Mortgage on such Material Real Property, for the benefit of the Secured Parties, duly executed, acknowledged and delivered by the appropriate Loan Party;
(ii) evidence that counterparts of such Mortgage have been duly filed or recorded in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on such Material Real Property for the benefit of the Secured Parties, and that all applicable filing, documentary, stamp, intangible and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(iii) a Mortgage Policy in form and substance reasonably acceptable to the Collateral Agent and the Administrative Agent, and in an amount equal to the value of such Material Real Property covered thereby;
(iv) unless waived by the Collateral Agent, an American Land Title Association/American Congress on Surveying and Mapping form survey, for which all necessary fees (where applicable) have been paid, and dated no more than 30 days before the date of such Mortgage or such earlier date as approved in writing by the Collateral Agent, certified to the Collateral Agent and the issuer of such Mortgage Policy in a manner satisfactory to the Collateral Agent and the Administrative Agent by a land surveyor duly registered and licensed in the State(s) in which such Material Real Property is located and acceptable to the Collateral Agent and 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 Liens permitted under Section 7.01 under any Group Credit Agreement and other defects acceptable to the Collateral Agent and the Administrative Agent;
(v) a flood insurance policy on such Material Real Property in an amount equal to the lesser of the maximum amount secured by such Mortgage or the maximum amount of flood insurance available under the Flood Disaster Protection Act of 1973, as amended, and otherwise in compliance with the requirements of the Loan Documents, or evidence satisfactory to the Collateral Agent and the Administrative Agent that none of the improvements located on such Material Real Property is located in a flood hazard area;
(vi) evidence satisfactory to the Administrative Agent and the Collateral Agent that the land constituting such Material Real Property is a separate tax lot or lots with separate assessment or assessments of such land and the improvements thereon, independent of any other land or improvements and that such land is a separate legally subdivided parcel, provided, however, that receipt of relevant title policy endorsements acceptable to the Administrative Agent and the Collateral Agent for such Mortgage Policy shall be deemed to satisfy this clause (vi);
(vii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the applicable Loan Party on behalf of such Person as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with the requirements of this Section 6.11;
(viii) such documents and certifications as the Administrative Agent and the Collateral Agent may reasonably require to evidence that each Loan Party granting Liens and security interests in connection with this Section 6.11(c) or otherwise is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect;
(ix) an opinion of local counsel for the applicable Loan Party (or any local counsel for the Administrative Agent if customary in such jurisdiction) in states or provinces in which such Material Real Property is located, with respect to the enforceability and perfection of such Mortgage and any related fixture filings in form and substance reasonably satisfactory to the Collateral Agent; and
(x) such other evidence that all other actions that the Administrative Agent and the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in such Mortgage has been taken.
(d) With respect to the formation, acquisition, designation or occurrence of any new direct or indirect Subsidiary of any Loan Party, in each case that is required to become a Guarantor under the Collateral and Guarantee Requirement, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Pillsbury Xxxxxxxx & Xxxxx Xxxx Xxxxxxx LLP or other counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, substantially similar in scope and substance as the applicable opinions delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(e) With respect to any acquisition or series of related acquisitions, of any Equity Interests or assets or properties for an aggregate purchase price in excess of $75,000,000 by a Loan Party, in each case, only to the extent any such acquisition includes any Broadcast License, promptly, at the request of the Administrative Agent, deliver to the Administrative Agent an opinion of Xxxxx Xxxx, Pillsbury Xxxxxxxx Xxxx Xxxxxxx LLP or other special FCC counsel reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent, the Swing Line Lender, the L/C Issuers and each Lender, as to any applicable FCC matters related to such new Guarantors or Collateral substantially similar in scope and substance as the opinion delivered on the Closing Date, as the Administrative Agent or the Collateral Agent may reasonably request.
(f) With respect to any Loan Party existing as of the Closing Date that has not executed and delivered each of the required Security Documents or Guaranties or taken the perfection steps set forth in Schedule 4.01A on the Closing Date, cause such Loan Party to promptly, and in any event within the period specified therefor in Schedule 4.01A, to execute and deliver such Security Documents and such Guaranties and take such perfection steps.
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