Covenants of Each Guarantor. Each Guarantor hereby covenants and agrees, as to itself, that: (a) Guarantor shall (i) preserve and maintain its legal existence, (ii) qualify and remain qualified in good standing in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect and (iii) comply with its organizational documents where the failure to do so would have a Material Adverse Effect. Guarantor shall maintain and preserve all of its governmental licenses, authorizations, consents and approvals necessary for Seller to conduct its business. Guarantor will comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities to which it is or may become subject. (b) Guarantor will perform, comply with and be bound by all of the agreements, covenants and obligations contained in the Series 2023-MSRVF1 Repurchase Agreement (including Article VI of the Series 2023-MSRVF1 Repurchase Agreement) which are applicable to Guarantor or its properties, each such agreement, covenant and obligation contained in the Series 2023-MSRVF1 Repurchase Agreement and all other terms of the Series 2023-MSRVF1 Repurchase Agreement to which reference is made in each such agreement, covenant and obligation, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Section 4. (c) Guarantor will promptly, and in any event within five (5) Business Days, give to the Buyer Parties notice of all litigation, actions, suits, arbitrations, investigations or other legal or arbitral proceedings affecting such Guarantor before any Governmental Authority that (i) questions or challenges the validity or enforceability of this Guaranty or any other Program Agreement, or (ii) seeks any determination or ruling that could reasonably be expected to have a Material Adverse Effect with respect to Guarantor. 755039565 22720164 (d) As soon as reasonably possible, and in any event within five (5) Business Days after Guarantor has knowledge or has reason to believe that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists (each, an “ERISA Event”), a statement signed by a senior financial officer of such Guarantor setting forth details respecting such event or condition and the action, if any, that such Guarantor or any of its Subsidiaries or ERISA Affiliates, as applicable, propose to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by such Guarantor or any of its Subsidiaries or ERISA Affiliates with respect to such event or condition): (i) any Reportable Event or failure to meet minimum funding standards with respect to a Plan; provided that a failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA with respect to a Plan, including, without limitation, the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(c) of the Code or any request for a waiver under Section 412(c) of the Code for any Plan; (ii) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by such Guarantor or its Subsidiaries or ERISA Affiliates; (iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by such Guarantor or its Subsidiaries or ERISA Affiliates of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan; (iv) the complete or partial withdrawal from a Multiemployer Plan by such Guarantor or its Subsidiaries or ERISA Affiliates that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by such Guarantor or its Subsidiaries or ERISA Affiliates of notice from a Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; (v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against such Guarantor or its Subsidiaries or ERISA Affiliates to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) calendar days; and (vi) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) and Section 436 of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if such Guarantor or its Subsidiaries or ERISA Affiliates fails to timely make a contribution or provide security to such Plan in accordance with the provisions of said Sections. 755039565 22720164
Appears in 1 contract
Covenants of Each Guarantor. Each Guarantor hereby covenants and agrees, as to itself, that:
(a) Such Guarantor shall (i) preserve and maintain its legal existence, (ii) qualify and remain qualified in good standing in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect and (iii) comply with its organizational documents where the failure to do so would have a Material Adverse Effect. Such Guarantor shall maintain and preserve all of its governmental licenses, authorizations, consents and approvals necessary for Seller to conduct its business. Such Guarantor will comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities to which it is or may become subject.
(b) Such Guarantor will perform, comply with and be bound by all of the agreements, covenants and obligations contained in the Series 20232024-MSRVF1 VF1 Repurchase Agreement (including Article VI of the Series 20232024-MSRVF1 VF1 Repurchase Agreement) which are applicable to such Guarantor or its properties, each such agreement, covenant and obligation contained in the Series 20232024-MSRVF1 VF1 Repurchase Agreement and all other terms of the Series 20232024-MSRVF1 VF1 Repurchase Agreement to which reference is made in each such agreement, covenant and obligation, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Section 4.
(c) Such Guarantor will promptly, and in any event within five (5) Business Days, give to the Buyer Parties notice of all litigation, actions, suits, arbitrations, investigations or other legal or arbitral proceedings affecting such Guarantor before any Governmental Authority that (i) questions or challenges the validity or enforceability of this Guaranty or any other Program Agreement, or (ii) seeks any determination or ruling that could reasonably be expected to have a Material Adverse Effect with respect to such Guarantor. 755039565 22720164 .
(d) As soon as reasonably possible, and in any event within five (5) Business Days after such Guarantor has knowledge or has reason to believe that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists (each, an “ERISA Event”), a statement signed by a senior financial officer of such Guarantor setting forth details respecting such event or condition and the action, if any, that such Guarantor or any of its Subsidiaries or ERISA Affiliates, as applicable, propose to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by such Guarantor or any of its Subsidiaries or ERISA Affiliates with respect to such event or condition):
(i) any Reportable Event or failure to meet minimum funding standards with respect to a Plan; provided that a failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA with respect to a Plan, including, without limitation, the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(c) of the Code or any request for a waiver under Section 412(c) of the Code for any Plan;
(ii) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by such Guarantor or its Subsidiaries or ERISA Affiliates;
(iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by such Guarantor or its Subsidiaries or ERISA Affiliates of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(iv) the complete or partial withdrawal from a Multiemployer Plan by such Guarantor or its Subsidiaries or ERISA Affiliates that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by such Guarantor or its Subsidiaries or ERISA Affiliates of notice from a Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against such Guarantor or its Subsidiaries or ERISA Affiliates to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) calendar days; and
(vi) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) and Section 436 of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if such Guarantor or its Subsidiaries or ERISA Affiliates fails to timely make a contribution or provide security to such Plan in accordance with the provisions of said Sections. 755039565 22720164.
Appears in 1 contract
Covenants of Each Guarantor. Each Guarantor hereby covenants and agrees, as to itself, that:
(a) Guarantor shall (i) preserve and maintain its legal existence, (ii) qualify and remain qualified in good standing in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect and (iii) comply with its organizational documents where the failure to do so would have a Material Adverse Effect. Guarantor shall maintain and preserve all of its governmental licenses, authorizations, consents and approvals necessary for Seller to conduct its business. Guarantor will comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities to which it is or may become subject.
(b) Guarantor will perform, comply with and be bound by all of the agreements, covenants and obligations contained in the Series 20232020-MSRVF1 SPIADVF1 Repurchase Agreement (including Article VI of the Series 20232020-MSRVF1 SPIADVF1 Repurchase Agreement) which are applicable to Guarantor or its properties, each such agreement, covenant and obligation contained in the Series 20232020-MSRVF1 SPIADVF1 Repurchase Agreement and all other terms of the Series 20232020-MSRVF1 SPIADVF1 Repurchase Agreement to which reference is made in each such agreement, covenant and obligation, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Section 4.
(c) Guarantor will promptly, and in any event within five (5) Business Days, give to the Buyer Parties notice of all litigation, actions, suits, arbitrations, investigations or other legal or arbitral proceedings affecting such Guarantor before any Governmental Authority that (i) questions or challenges the validity or enforceability of this Guaranty or any other Program 755039518 22720164 Agreement, or (ii) seeks any determination or ruling that could reasonably be expected to have a Material Adverse Effect with respect to Guarantor. 755039565 22720164 .
(d) As soon as reasonably possible, and in any event within five (5) Business Days after Guarantor has knowledge or has reason to believe that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists (each, an “ERISA Event”), a statement signed by a senior financial officer of such Guarantor setting forth details respecting such event or condition and the action, if any, that such Guarantor or any of its Subsidiaries or ERISA Affiliates, as applicable, propose to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by such Guarantor or any of its Subsidiaries or ERISA Affiliates with respect to such event or condition):
(i) any Reportable Event or failure to meet minimum funding standards with respect to a Plan; provided that a failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA with respect to a Plan, including, without limitation, the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(c) of the Code or any request for a waiver under Section 412(c) of the Code for any Plan;
(ii) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by such Guarantor or its Subsidiaries or ERISA Affiliates;
(iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by such Guarantor or its Subsidiaries or ERISA Affiliates of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(iv) the complete or partial withdrawal from a Multiemployer Plan by such Guarantor or its Subsidiaries or ERISA Affiliates that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by such Guarantor or its Subsidiaries or ERISA Affiliates of notice from a Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against such Guarantor or its Subsidiaries or ERISA Affiliates to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) calendar days; and
(vi) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) and Section 436 of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if such Guarantor or its 755039518 22720164 Subsidiaries or ERISA Affiliates fails to timely make a contribution or provide security to such Plan in accordance with the provisions of said Sections. 755039565 22720164.
Appears in 1 contract
Covenants of Each Guarantor. Each Guarantor hereby covenants and agrees, as to itself, that:
(a) Each Guarantor shall (i) preserve and maintain its legal existence, (ii) qualify and remain qualified in good standing in each jurisdiction where the failure to be so qualified would have a Material Adverse Effect and (iii) comply with its organizational documents where the failure to do so would have a Material Adverse Effect. Each Guarantor shall maintain and preserve all of its governmental licenses, authorizations, consents and approvals necessary for Seller the Sellers to conduct its businesstheir businesses. Each Guarantor will comply in all material respects with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities to which it is or may become subject.
(b) Each Guarantor will perform, comply with and be bound by all of the agreements, covenants and obligations contained in the Series 20232024-MSRVF1 VF1 Repurchase Agreement (including Article VI of the Series 20232024-MSRVF1 VF1 Repurchase Agreement) which are applicable to Guarantor or its properties, each such agreement, covenant and obligation contained in the Series 20232024-MSRVF1 VF1 Repurchase Agreement and all other terms of the Series 20232024-MSRVF1 VF1 Repurchase Agreement to which reference is made in each such agreement, covenant and obligation, together with all related definitions and ancillary provisions, being hereby incorporated into this Guaranty by this reference as though specifically set forth in this Section 4.
(c) Each Guarantor will promptly, and in any event within five (5) Business Days, give to the Buyer Parties notice of all litigation, actions, suits, arbitrations, investigations or other legal or arbitral proceedings affecting such Guarantor before any Governmental Authority that (i) questions or challenges the validity or enforceability of this Guaranty or any other Program Agreement, or (ii) seeks any determination or ruling that could reasonably be expected to have a Material Adverse Effect with respect to such Guarantor. 755039565 22720164 .
(d) As soon as reasonably possible, and in any event within five (5) Business Days after a Guarantor has knowledge or has reason to believe that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists (each, an “ERISA Event”), a statement signed by a senior financial officer of such Guarantor setting forth details respecting such event or condition and the action, if any, that such Guarantor or any of its Subsidiaries or ERISA Affiliates, as applicable, propose to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by such Guarantor or any of its Subsidiaries or ERISA Affiliates with respect to such event or condition):
(i) any Reportable Event or failure to meet minimum funding standards with respect to a Plan; provided that a failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA with respect to a Plan, including, without limitation, the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(c) of the Code or any request for a waiver under Section 412(c) of the Code for any Plan;
(ii) the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by such Guarantor or its Subsidiaries or ERISA Affiliates;
(iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by such Guarantor or its Subsidiaries or ERISA Affiliates of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(iv) the complete or partial withdrawal from a Multiemployer Plan by such Guarantor or its Subsidiaries or ERISA Affiliates that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by such Guarantor or its Subsidiaries or ERISA Affiliates of notice from a Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(v) the institution of a proceeding by a fiduciary of any Multiemployer Plan against such Guarantor or its Subsidiaries or ERISA Affiliates to enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) calendar days; and
(vi) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) and Section 436 of the Code, would result in the loss of tax-exempt status of the trust of which such Plan is a part if such Guarantor or its Subsidiaries or ERISA Affiliates fails to timely make a contribution or provide security to such Plan in accordance with the provisions of said Sections. 755039565 22720164.
Appears in 1 contract
