Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents; (b) Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower shall cause each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and (c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 7 contracts
Samples: Credit Agreement (Restaurant Brands International Inc.), Credit Agreement (Restaurant Brands International Limited Partnership), Credit Agreement (Restaurant Brands International Inc.)
Further Assurances and Post-Closing Covenants. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the expense of the Loan Parties:
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;.
(b) Within 90 Not later than ninety (90) days after the Closing Date acquisition by any Loan Party of Material Real Property as determined by the Borrower (acting reasonably and in good faith) (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower shall cause each Material Real Property ) that is required to be subjected provided as Collateral pursuant to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement Requirement, which property would not be automatically subject to another Lien pursuant to pre-existing Collateral Documents, cause such property to be subject to a Lien and will Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of this Agreement, including, as applicablewithout limitation, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” , and to otherwise comply with the requirements of the Collateral and Guarantee Requirement. If the Administrative Agent reasonably determines that it is required by applicable Law to have appraisals prepared in respect of the Real Property of any Loan Party subject to a mortgage constituting Collateral, the Borrower shall deliver provide to the Administrative Agent and appraisals that satisfy the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing applicable requirements of the Real Estate Appraisal Reform Amendments of FIRREA (or other applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretionlaw), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Mattress Firm Holding Corp.), Abl Credit Agreement (Mattress Firm Holding Corp.)
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments including any amendments or assignments thereto as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;Documents as set forth therein. Without limiting the foregoing, the Loan Parties shall use commercially reasonable efforts to obtain a Collateral Access Agreement from any Person from whom a Loan Party enters into a Lease after the Closing Date for a regional distribution center prior to entering into such Lease.
(b) Within 90 In the case of any Material Real Property, except to the extent otherwise provided hereunder or under any Collateral Document or the Intercreditor Agreement, provide the Administrative Agent with Mortgages and otherwise satisfy the applicable Collateral and Guarantee Requirements with respect to such owned Real Property within 60 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion) of the acquisition of, or, if requested by the Administrative Agent, entry into, or renewal of, a ground lease in respect of, such Real Property in each case together with:
(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary in order to create a valid and subsisting perfected Lien on the Mortgaged Property described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(ii) Mortgage Policies in form and substance, with endorsements (to the extent available at commercially reasonable rates) and in amount, reasonably acceptable to the Collateral Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Parent Borrower shall cause each Material Real Property Collateral Agent, insuring the Mortgages to be subjected to a first priority Lien (valid subsisting Liens on the Mortgaged Property described therein, free and clear of all defects and encumbrances, subject to Permitted Liens, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) to the extent required by the Collateral and Guarantee Requirement such coinsurance and will take, or cause the relevant Loan Party to take, such actions direct access reinsurance as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph may reasonably request;
(fiii) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, opinions of local counsel for the Loan Parties in each jurisdiction where a states in which the Mortgaged Property is Properties are located, regarding with respect to the due execution enforceability and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing perfection of the applicable mortgagor, Mortgages and any related fixture filings (and such other matters as may be reasonably requested are customarily opined upon by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be counsel) in form and substance reasonably acceptable satisfactory to the Administrative Collateral Agent; and
(iv) such other evidence that all other actions that the Collateral Agent may reasonably deem necessary in order to create valid and subsisting Liens on the property described in the Mortgages has been taken.
(c) Within In the time periods specified on Schedule 6.12 hereto event of any Acquisition of assets that could constitute Collateral or of a Person that holds assets that may constitute Collateral, in each case, such assets shall not constitute Eligible Accounts or Eligible Inventory until the Administrative Agent has, unless the Administrative Agent otherwise agrees, performed a customary audit with respect to such assets; provided that it is understood that the limitations in Section 6.10 shall not apply to the audits performed pursuant to this Section 6.13(c).
(d) To the extent such items have not been delivered as each may be of the Closing Date, within sixty (60) days after the Closing Date, unless waived or extended by the Administrative Collateral Agent in its reasonable sole discretion, deliver to the Collateral Agent, (A) with respect to the Mortgaged Properties listed on Schedule 6.13(d), complete the following:
(i) duly executed and acknowledged Mortgages, financing statements and other instruments meeting the requirements of Section 4.01(a)(iii);
(ii) Mortgage Policies meeting the requirements of Section 4.01(a)(iii);
(iii) evidence of payment of all applicable title insurance premiums, mortgage recording taxes, fees, charges, costs and expenses required for the recording of each Mortgage and issuance of the Mortgage Policies as required by Section 4.01(a)(iii);
(iv) surveys with respect to each Mortgaged Property meeting the requirements of Section 4.01(a)(iii); and
(v) written opinions of local counsel in the states in which each such undertakings Mortgaged Property is located and any related fixture filings as are set forth on Schedule 6.12 hereto.required by Section 4.01(a)(iii); and
Appears in 2 contracts
Samples: Credit Agreement (Dominion Textile (Usa), L.L.C.), Credit Agreement (Dominion Textile (Usa), L.L.C.)
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) subject to the limitations set forth in the Collateral and Guarantee Requirement, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents; provided, however, that notwithstanding anything to the contrary contained in this Agreement or any other Collateral Document, nothing in this Agreement or any other Collateral Document shall require the Borrower or any Loan Party to make any filings or take any actions to record or to perfect the Collateral Agent’s security interest in (i) any IP Rights other than the filing of documents effecting the recordation of security interests in the United States Copyright Office or United States Patent and Trademark Office, or (ii) any non-United States IP Rights;
(b) Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower shall cause each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.)
Further Assurances and Post-Closing Covenants. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the expense of the Loan Parties:
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;.
(b) Within 90 In the case of any Material Real Property, provide the Collateral Agent with Mortgages with respect to such owned real property within ninety (90) days after the Closing Date (or such longer period as the Administrative Collateral Agent may agree in its sole discretion)) of the acquisition of, the Parent Borrower shall cause each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required or, if requested by the Collateral and Guarantee Requirement and will takeAgent, entry into, or cause the relevant Loan Party to takerenewal of, a ground lease in respect of, such actions as shall be necessary real property in each case together with:
(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or reasonably requested by the Administrative Agent recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to grant create a valid and perfect or record such Lien, including, as applicable, subsisting perfected Lien on the actions referred to property and/or rights described therein in paragraph (f) favor of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies for the benefit of opinions, addressed the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Collateral Agent;
(ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 9.1, and providing for such other Secured Parties, affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;
(iii) opinions of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is states in which the real properties are located, regarding with respect to the due execution enforceability and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing perfection of the applicable mortgagor, Mortgages and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be any related fixture filings in form and substance reasonably acceptable satisfactory to the Administrative Agent; and
(civ) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by such other evidence that all other actions that the Administrative Agent or Collateral Agent may reasonably deem necessary or desirable in its reasonable discretion), complete such undertakings as are set forth order to create valid and subsisting Liens on Schedule 6.12 heretothe property described in the Mortgages has been taken.
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;.
(b) To the extent a Permitted Sale Leaseback transaction with respect to the New Headquarters is not consummated pursuant to the terms of this Agreement or Indebtedness permitted pursuant to Section 7.03(y) is incurred or assumed, in each case by December 31, 2013, the Lead Borrower shall or shall cause the applicable Loan Parties to deliver to the Collateral Agent Mortgages and otherwise satisfy paragraph (f) of the definition of Collateral and Guarantee Requirement with respect to such owned real property by March 31, 2014 unless waived or extended by the Collateral Agent in its sole discretion.
(c) Within 90 days after following the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Lead Borrower shall cause each Material Real Property to be subjected to deliver a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral pledge agreement in form and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or substance reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver satisfactory to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, with respect to 65% of the Equity Interests in KCI Medical Resources, and each such local counsel deliver a legal opinion shall be relating thereto in form and substance reasonably acceptable satisfactory to the Administrative Agent and Collateral Agent; and.
(cd) Within 30 days following the time periods specified on Schedule 6.12 hereto Closing Date (or such longer period as each may be extended by the Administrative Agent may agree in its reasonable sole discretion), complete such undertakings as are set forth on Schedule 6.12 heretothe Company shall deliver or cause its Subsidiaries to deliver an original stock certificate and corresponding instrument of transfer or, alternatively, if uncertificated, an issuer’s acknowledgment, in either case, pursuant to the terms of the Security Agreement and in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent, with respect to 65% of the Equity Interests in LifeCell Medical Resources.
Appears in 2 contracts
Samples: Credit Agreement (Acelity L.P. Inc.), Credit Agreement (Kinetic Concepts Inc)
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) subject to the limitations set forth in the Collateral and Guarantee Requirement, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents; provided, however, that notwithstanding anything to the contrary contained in this Agreement or any other Collateral Document, nothing in this Agreement or any other Collateral Document shall require the Borrower or any Loan Party to make any filings or take any actions to record or to perfect the Collateral Agent’s security interest in (i) any IP Rights other than the filing of documents effecting the recordation of security interests in the United States Copyright Office or United States Patent and Trademark Office, or (ii) any non-United States IP Rights;
(b) Within 90 ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower shall cause each Material Real Property owned by Borrower or its Restricted Subsidiaries on the Closing Date to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent;
(c) Within thirty (30) days after the Third Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Borrower shall cause each Freedom Powersports Owned Real Property to be subjected to a Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Freedom Powersports Acquired Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Freedom Powersports Owned Real Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(cd) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (RumbleOn, Inc.), Term Loan Credit Agreement (RumbleOn, Inc.)
Further Assurances and Post-Closing Covenants. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the reasonable expense of the Loan Parties:
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be is discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time time, in order to carry out more effectively grant, preserve and perfect the purposes of this Agreement and security interests created or intended to be created by the Collateral Documents;.
(b) Within 90 days In the case of Material Real Property, provide the Collateral Agent with a Mortgage with respect to such Material Real Property within (x) in the case of Material Real Property acquired by the Loan Parties after the Closing Date Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the acquisition of such Material Real Property, (y) in the case of Material Real Property constituting distribution centers owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the Effective Date and (z) in the case of Material Real Property (other than distribution centers) owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the first anniversary of the Effective Date; provided that, any Designated Sale-Leaseback Property shall not be subject to the requirements of this clause (b); in each case together with:
(i) evidence that counterparts of the Mortgage have been duly executed, acknowledged and delivered and that such Mortgages are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent deems reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (not to exceed the lesser of (i) the Fair Market Value (as determined in good faith by the Borrower) of the real properties covered thereby and (ii) the aggregate amounts of Loans and Incremental Loans), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgage to be a valid Liens on the property described therein, subject only to Liens permitted by Section 9.1, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;
(iii) an opinion of local counsel for the Loan Parties in the state in which the Material Real Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filing in form and substance reasonably satisfactory to the Administrative Agent; and
(iv) such other evidence that all other actions that the Administrative Agent or Collateral Agent reasonably deems necessary or desirable in order to create a valid Lien on the property described in the Mortgage has been taken.
(c) As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 8.13 or such later date as the Administrative Agent may agree in its sole discretion), the Parent Borrower Loan Parties shall cause deliver the documents or take the actions specified in Schedule 8.13, in each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) case except to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended otherwise agreed by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 1 contract
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) subject to the limitations set forth in the Collateral and Guarantee Requirement, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents; provided, however, that notwithstanding anything to the contrary contained in this Agreement or any other Collateral Document, nothing in this Agreement or any other Collateral Document shall require the Borrower or any Loan Party to make any filings or take any actions to record or to perfect the Collateral Agent’s security interest in (i) any IP Rights other than the filing of documents effecting the recordation of security interests in the United States Copyright Office or United States Patent and Trademark Office, or (ii) any non-United States IP Rights;
(b) Within 90 ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower shall cause each Material Real Property owned by Borrower or its Restricted Subsidiaries on the Closing Date to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested -103- by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent;
(c) Within thirty (30) days after the Third Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Borrower shall cause each Freedom Powersports Owned Real Property to be subjected to a Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Freedom Powersports Acquired Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Freedom Powersports Owned Real Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(cd) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 1 contract
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) subject to the limitations set forth in the Collateral and Guarantee Requirement, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;
; provided, however, that except as set forth in clause (be) Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower shall cause each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by of the Collateral and Guarantee Requirement and will takeRequirement, notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement or cause any other Loan Document shall require the relevant Borrower or Loan Party (A) to take, such make any filings or take any actions as shall be necessary to record or reasonably requested by to perfect the Collateral Agent’s lien on or security interest in (x) any IP Rights other than UCC filings and the filing of documents effecting the recordation of security interests in the United States Copyright Office and United States Patent and Trademark Office or (y) any IP Rights subsisting outside of the United States or (B) to reimburse the Administrative Agent for any costs or the Collateral Agent to grant and perfect expenses incurred in connection with making such filings or record taking any other such Lien, including, as applicable, the actions referred to in paragraph action; (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(cb) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.. -158- #96501157v12
Appears in 1 contract
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;
(b) Within 90 days after a request from the Closing Date (Administrative Agent or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower Borrowers shall cause each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by delivery of a Mortgage as described by the Collateral and Guarantee Mortgage Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Mortgage Requirement” and shall deliver to the Administrative Agent and the Collateral Agent all documents described in the definition of “Mortgage Requirement” together with signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; provided that no Loan Party shall be required to provide a Mortgage over any Material Real Property for so long as the 1998 Indenture restricts the ability of such Loan Party to provide mortgages over real property; provided further that upon receipt of such request by Administrative Agent, unless the applicable Loan Party shall not then be required to deliver a Mortgage pursuant to the foregoing proviso, the Borrowers shall promptly provide written notice of any Material Real Property to the Administrative Agent with detail sufficient for flood compliance purposes; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 1 contract
Samples: Credit Agreement (Yum Brands Inc)
Further Assurances and Post-Closing Covenants. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the reasonable expense of the Loan Parties:
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be is discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time time, in order to carry out more effectively grant, preserve and perfect the purposes of this Agreement and security interests created or intended to be created by the Collateral Documents;.
(b) Within 90 days In the case of Material Real Property, provide the Collateral Agent with a Mortgage with respect to such Material Real Property within (x) in the case of Material Real Property acquired by the Loan Parties after the Closing Date Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the acquisition of such Material Real Property, (y) in the case of Material Real Property constituting distribution centers owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the Effective Date and (z) in the case of Material Real Property (other than distribution centers) owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the first anniversary of the Effective Date; provided that, any Designated Sale-Leaseback Property shall not be subject to the requirements of this clause (b); in each case together with:
(i) evidence that counterparts of the Mortgage have been duly executed, acknowledged and delivered and that such Mortgages are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent deems reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (not to exceed the lesser of (i) the Fair Market Value (as determined in good faith by the Borrower) of the real properties covered thereby and (ii) the aggregate Revolving Credit Commitments), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgage to be a valid Liens on the property described therein, subject only to Liens permitted by Section 9.1, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;
(iii) an opinion of local counsel for the Loan Parties in the state in which the Material Real Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filing in form and substance reasonably satisfactory to the Administrative Agent;
(iv) such other evidence that all other actions that the Administrative Agent or Collateral Agent reasonably deems necessary or desirable in order to create a valid Lien on the property described in the Mortgage has been taken; and
(v) a life of loan flood hazard determination with respect to all such Material Real Property and, if such real property is located in a special flood hazard area, evidence of flood insurance in such amounts as are required by applicable law.
(c) As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 8.13 or such later date as the Administrative Agent may agree in its sole discretion), the Parent Borrower Loan Parties shall cause deliver the documents or take the actions specified in Schedule 8.13, in each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) case except to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended otherwise agreed by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 1 contract
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments including any amendments or assignments thereto as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;Documents as set forth therein. Without limiting the foregoing, the Loan Parties shall use commercially reasonable efforts to obtain a Collateral Access Agreement from any Person from whom a Loan Party enters into a Lease after the Closing Date for a regional distribution center prior to entering into such Lease.
(b) Within 90 In the case of any Material Real Property, except to the extent otherwise provided hereunder or under any Collateral Document or the Intercreditor Agreement, provide the Administrative Agent with Mortgages and otherwise satisfy the applicable Collateral and Guarantee Requirements with respect to such owned Real Property within 60 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion)) of the acquisition of, the Parent Borrower shall cause each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will takeor, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably if requested by the Administrative Agent Agent, entry into, or renewal of, a ground lease in respect of, such Real Property in each case together with:
(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to grant create a valid and perfect or record such Lien, including, as applicable, subsisting perfected Lien on the actions referred to Mortgaged Property described therein in paragraph (f) favor of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies for the benefit of opinions, addressed the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(ii) Mortgage Policies in form and substance, with endorsements and in amount, reasonably acceptable to the Collateral Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the Mortgaged Property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other Secured Parties, affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request;
(iii) opinions of local counsel for the Loan Parties in each jurisdiction where a states in which the Mortgaged Property is Properties are located, regarding with respect to the due execution enforceability and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing perfection of the applicable mortgagor, Mortgages and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be any related fixture filings in form and substance reasonably acceptable satisfactory to the Administrative Collateral Agent; and
(iv) such other evidence that all other actions that the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken; provided that, with respect to any obligation set forth in clauses (b)(i) through (iv) above for any ground lease requiring the consent of a third party not controlled by Holdings or its Restricted Subsidiaries, such Loan Party shall only be required to use its commercially reasonable efforts to perform such obligation.
(c) (i) Within five Business Days from the Closing Date (or, with respect to such DDAs in the name of Coram, Inc. or any of its Subsidiaries (the “Coram Accounts”), 180 days from the Closing Date) (or, unless a Cash Dominion Event or an Event of Default has occurred, such later date as may be agreed to by the Administrative Agent), deliver to the Collateral Agent, for each DDA established or maintained by any of Holdings, the Borrowers and the Restricted Subsidiaries, into which the proceeds of Accounts owed by Third Party Payors are being deposited, an irrevocable instruction to a depositary institution maintaining such DDA in form and substance reasonably satisfactory to the Collateral Agent (it being understood that the Lead Borrower shall not, except as required by Law, permit such instruction to be amended or waived in a manner adverse to the Lenders without the prior written consent of the Collateral Agent), duly executed by such Person, which will provide that by 10:00 a.m. (New York time) on each Business Day, each of Holdings, the Borrowers and the Restricted Subsidiaries will cause the entire available balance in each such DDA to be transferred by ACH or book entry transfer to the Concentration Account; (ii) within 30 days from the Closing Date (or, unless a Cash Dominion Event or an Event of Default has occurred, such later date as may be agreed to by the Administrative Agent), deliver to the Collateral Agent, for each Coram Account into which the proceeds of Accounts owed by Third Party Payors are being deposited, an irrevocable instruction to a depositary institution maintaining such Coram Account in form and substance reasonably satisfactory to the Collateral Agent (it being understood that the Lead Borrower shall not, except as required by Law, permit such instruction to be amended or waived in a manner adverse to the Lenders without the prior written consent of the Collateral Agent), duly executed by such Person, which will provide that by 10:00 a.m. (New York time) on each Business Day, each of Holdings, the Borrowers and the Restricted Subsidiaries will cause the entire available balance in each such Coram Account to be transferred by ACH or book entry transfer to a designated Coram Account which shall be a Dominion Account (the “Coram Concentration Account”); and (iii) perform the obligations set forth on Schedule 6.13(c) in each case within the time periods specified limits set forth on Schedule 6.12 hereto (6.13(c) or such longer period as each may be extended determined by the Administrative Agent in its reasonable sole discretion); provided that, complete such undertakings as are with respect to any obligation set forth on Schedule 6.12 hereto6.13(c) requiring the consent, waiver, approval or other participation of a third party not controlled by Holdings or its Restricted Subsidiaries, such Loan Party shall only be required to use its commercially reasonable efforts to perform such obligation, and the Administrative Agent may, in its sole discretion, extend or waive such obligations to the extent such Loan Party’s use of commercially reasonable efforts has not resulted, and in the judgment of the Administrative Agent will not result, in the performance of such obligation.
Appears in 1 contract
Samples: Credit Agreement (Ahny-Iv LLC)
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or the Required Lenders (i) correct any material defect or error that may be discovered in the execution, acknowledgmentacknowledgement, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent or the Required Lenders, may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;.
(b) Within 90 days after Each of Holdings and the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower shall cause each Material Real Property hereby agrees to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will takedeliver, or cause the relevant Loan Party to takebe delivered, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable satisfactory to Required Lenders, the Administrative Agent; and
(citems described on Schedule 6.12(b) Within within the time periods specified on Schedule 6.12 hereto (set forth thereon with respect to such items, or such later time as each may be extended agreed to by the Administrative Agent in its reasonable sole discretion). All conditions precedent, complete such undertakings as are representations and warranties and affirmative and negative covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the actions set forth on Schedule 6.12 hereto6.12(b) (and to permit the taking of the actions set forth on Schedule 6.12(b) within the time periods required therein, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true or there would be a breach of an affirmative or negative covenant because the actions set forth on Schedule 6.12(b) were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects and affirmative and negative covenants shall be required to be complied with at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 6.12(b) and (y) all representations and warranties and affirmative and negative covenants relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by this Section 6.12(b) have been taken (or were required to be taken) and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods set forth on Schedule 6.12(b), shall give rise to an immediate Event of Default pursuant to this Agreement.
Appears in 1 contract
Samples: Second Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)
Further Assurances and Post-Closing Covenants. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the reasonable expense of the Loan Parties:
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be is discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time time, in order to carry out more effectively grant, preserve and perfect the purposes of this Agreement and security interests created or intended to be created by the Collateral Documents;.
(b) Within 90 days In the case of Material Real Property, provide the Collateral Agent with a Mortgage with respect to such Material Real Property within (x) in the case of Material Real Property acquired by the Loan Parties after the Closing Date Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the acquisition of such Material Real Property, (y) in the case of Material Real Property constituting distribution centers owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the Effective Date and (z) in the case of Material Real Property (other than distribution centers) owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the first anniversary of the Effective Date; provided that, any Designated Sale-Leaseback Property shall not be subject to the requirements of this clause (b); in each case together with:
(i) evidence that counterparts of the Mortgage have been duly executed, acknowledged and delivered and that such Mortgages are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent deems reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (not to exceed the lesser of (i) the Fair Market Value (as determined in good faith by the Borrower) of the real properties covered thereby and (ii) the aggregate Revolving Credit Commitments), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgage to be a valid Liens on the property described therein, subject only to Liens permitted by Section 9.1, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;
(iii) an opinion of local counsel for the Loan Parties in the state in which the Material Real Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filing in form and substance reasonably satisfactory to the Administrative Agent; and
(iv) such other evidence that all other actions that the Administrative Agent or Collateral Agent reasonably deems necessary or desirable in order to create a valid Lien on the property described in the Mortgage has been taken; and
(v) a life of loan flood hazard determination with respect to all such Material Real Property and, if such real property is located in a special flood hazard area, evidence of flood insurance in such amounts as are required by applicable law.
(c) As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 8.13 or such later date as the Administrative Agent may agree in its sole discretion), the Parent Borrower Loan Parties shall cause deliver the documents or take the actions specified in Schedule 8.13, in each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) case except to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended otherwise agreed by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 1 contract
Further Assurances and Post-Closing Covenants. (a) Promptly upon Upon the reasonable request by of the Administrative Agent Required Lenders, promptly perform or cause to be performed any and all acts and execute or cause to be executed any and all documents for filing under the provisions of the Uniform Commercial Code or any other Applicable Law which are necessary or advisable to maintain in favor of Agent, for the benefit of the Lenders, Liens on the Collateral that are duly perfected (subject to the qualifications set forth in Section 4.2) in accordance with the requirements of, or the Collateral obligations of the Credit Parties under, this Agreement and the Other Documents and all Applicable Law.
(b) To the extent otherwise permitted hereunder, if any Credit Party has an interest in, or intends to acquire, a fee interest in any Real Property on or after the Closing Date, it shall provide to Agent and Required Lenders within sixty (60) days of the Closing Date (or, after the Closing Date, sixty (60) days after such acquisition) (or such extended period of time as agreed to by GSO), but, in each case, only if such Real Property has a fair market value in excess of $2,000,000, such Mortgage or other security documentation as Agent and Required Lenders may reasonably request to cause any such fee ownership interest in Real Property to be subject at all times to a first priority, perfected Lien (subject in each case to Permitted Encumbrances) in favor of Agent and such other documentation as Agent and Required Lenders may reasonably request in connection with the foregoing, including, without limitation, title reports, title insurance policies, surveys, appraisals, zoning letters, a Phase I environmental assessment and opinions of counsel, all in form and substance reasonably satisfactory to GSO.
(c) Within thirty (30) days of the Closing Date (or such extended period of time as agreed to by GSO), Agent and GSO shall have received in form and substance satisfactory to GSO, (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation loss payable endorsements on Agent’s standard form of any Collateral Document or other document or instrument relating to any Collateralloss payee endorsement naming Agent as lender loss payee under Credit Parties’ casualty insurance policies, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments endorsements naming Agent as an additional insured under the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;Credit Parties’ liability insurance policies.
(bd) Within 90 forty-five (45) days after of the Closing Date (or such longer period of time as the Administrative Agent may agree in its sole discretionagreed to by GSO), the Parent Borrower Borrowers shall cause deliver to Agent and Required Lenders a fully executed deposit account control agreement with respect to each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (faccount listed on Schedule 4(a) of the definition Perfection Certificate (if any).
(e) Within thirty (30) days following the Closing Date (or such extended period of “Collateral and Guarantee Requirement” and shall deliver time as agreed to the Administrative by GSO), Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent Required Lenders shall have received judgment and the other Secured Parties, of local counsel for the Loan Parties litigation searches and federal and state tax lien searches in each jurisdiction where location of Credit Parties for which Collateral having a Mortgaged Property value in excess of $1,000,000 is located, regarding showing no existing security interests in or Liens on the due execution Collateral other than Permitted Encumbrances and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested Liens permitted by the Administrative Agent or (at the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretiondirection of Required Lenders), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 1 contract
Samples: Term Loan Credit and Security Agreement (Hudson Technologies Inc /Ny)
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) subject to the limitations set forth in the Collateral and Guarantee Requirement, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;
; provided, however, that notwithstanding anything to the contrary contained in this Agreement or any other Collateral Document, nothing in this Agreement or any other Collateral Document shall require the Borrower or any Loan Party to make any filings or take any actions to record or to perfect the Collateral Agent’s security interest in (i) any IP Rights other than the filing of documents effecting the recordation of security interests in the United States Copyright Office or United States Patent and Trademark Office, or (ii) any non-United States IP Rights; (b) Within 90 ninety (90) days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower shall cause each Material Real Property owned by Borrower or its Restricted Subsidiaries on the Closing Date to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within thirty (30) days after the time periods specified on Schedule 6.12 hereto Third Amendment Effective Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Borrower shall cause each may Freedom Powersports Owned Real Property to be extended subjected to a Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Freedom Powersports Acquired Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in its reasonable discretion)paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, complete addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Freedom Powersports Owned Real Property is located, regarding the due execution and delivery and enforceability of each such undertakings Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as are set forth on Schedule 6.12 hereto.may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such -103-
Appears in 1 contract
Further Assurances and Post-Closing Covenants. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the reasonable expense of the Loan Parties:
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be is discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time time, in order to carry out more effectively grant, preserve and perfect the purposes of this Agreement and security interests created or intended to be created by the Collateral Documents;.
(b) Within 90 In the case of Material Real Propertyfee-owned real property, provide the Collateral Agent with a Mortgage with respect to such Material Real Propertyfee-owned real property within (x) in the case of Material Real Propertyfee-owned real property owned by the Loan Parties on Amendment No. 6 Effective Date that is not already subject to a Mortgage, ninety (90) days after the Closing Date (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the Amendment No. 6 Effective Date or the date, if later, on which any such property ceases to be Excluded Real Property, and (y) in the case of fee-owned real property acquired by the Loan Parties after the Amendment No. 6 Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the acquisition of such Material Real Property, (y) in the case of Material Real Property constituting distribution centers owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the Effective Date and (z) in the case of Material Real Property (other than distribution centers) owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the first anniversary of the Effective Date; provided that, any Designated Sale-Leasebackfee-owned real property; provided that, any Excluded Real Property shall not be subject to the requirements of this clause (b); in each case together with:
(i) evidence that counterparts of the Mortgage have been duly executed, acknowledged and delivered and that such Mortgages are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent deems reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(ii) solely with respect to any Material Real Property, a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (not to exceed the lesser of (i) the Fair Market Value (as determined in good faith by the Borrower) of the real properties covered thereby and (ii) the aggregate Revolving Credit Commitments), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgage to be a valid Liens on the property described therein, subject only to Liens permitted by Section 9.1, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;
(iii) an opinion of local counsel for the Loan Parties in the state in which the Material RealMortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filing in form and substance reasonably satisfactory to the Administrative Agent;
(iv) such other evidence that all other actions that the Administrative Agent or Collateral Agent reasonably deems necessary or desirable in order to create a valid Lien on the property described in the Mortgage has been taken; and
(v) a life of loan flood hazard determination with respect to all such Material RealMortgaged Property and, if such real property is located in a special flood hazard area, evidence of flood insurance in such amounts as are required by applicable law.
(c) As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 8.13 or such later date as the Administrative Agent may agree in its sole discretion), the Parent Borrower Loan Parties shall cause deliver the documents or take the actions specified in Schedule 8.13, in each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) case except to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended otherwise agreed by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 1 contract
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent Agent, may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;.
(b) Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Each of Holdings and each Borrower shall cause each Material Real Property hereby agrees to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will takedeliver, or cause the relevant Loan Party to takebe delivered, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable satisfactory to the Administrative Agent; and
(c, the items described on Schedule 6.12(b) Within within the time periods specified on Schedule 6.12 hereto (set forth thereon with respect to such items, or such later time as each may be extended agreed to by the Administrative Agent in its reasonable sole discretion). All conditions precedent, complete such undertakings as are representations and warranties and affirmative and negative covenants contained in this Agreement and the other Loan Documents shall be deemed modified to the extent necessary to effect the actions set forth on Schedule 6.12 hereto6.12(b) (and to permit the taking of the actions set forth on Schedule 6.12(b) within the time periods required therein, rather than as elsewhere provided in the Loan Documents); provided that (x) to the extent any representation and warranty would not be true or there would be a breach of an affirmative or negative covenant because the actions set forth on Schedule 6.12(b) were not taken on the Closing Date, the respective representation and warranty shall be required to be true and correct in all material respects and affirmative and negative covenants shall be required to be complied with at the time the respective action is taken (or was required to be taken) in accordance with the foregoing provisions of this Section 6.12(b) and (y) all representations and warranties and affirmative and negative covenants relating to the Collateral Documents shall be required to be true immediately after the actions required to be taken by this Section 6.12(b) have been taken (or were required to be taken) and the parties hereto acknowledge and agree that the failure to take any of the actions required above, within the relevant time periods set forth on Schedule 6.12(b), shall give rise to an immediate Event of Default pursuant to this Agreement.
Appears in 1 contract
Samples: First Lien Credit Agreement (ONESPAWORLD HOLDINGS LTD)
Further Assurances and Post-Closing Covenants. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the reasonable expense of the Loan Parties:
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be is discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time time, in order to carry out more effectively grant, preserve and perfect the purposes of this Agreement and security interests created or intended to be created by the Collateral Documents;.
(b) Within 90 days In the case of Material Real Property, provide the Collateral Agent with a Mortgage with respect to such Material Real Property within (x) in the case of Material Real Property acquired by the Loan Parties after the Closing Date Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the acquisition of such Material Real Property, (y) in the case of Material Real Property constituting distribution centers owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the Effective Date and (z) in the case of Material Real Property (other than distribution centers) owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the first anniversary of the Effective Date; provided that, any Designated Sale-Leaseback Property shall not be subject to the requirements of this clause (b); in each case together with:
(i) evidence that counterparts of the Mortgage have been duly executed, acknowledged and delivered and that such Mortgages are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent deems reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(ii) a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (not to exceed the lesser of (i) the Fair Market Value (as determined in good faith by the Borrower) of the real properties covered thereby and (ii) the aggregate Revolving Credit Commitments), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgage to be a valid Liens on the property described therein, subject only to Liens permitted by Section 9.1, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;
(iii) an opinion of local counsel for the Loan Parties in the state in which the Material Real Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filing in form and substance reasonably satisfactory to the Administrative Agent; and
(iv) such other evidence that all other actions that the Administrative Agent or Collateral Agent reasonably deems necessary or desirable in order to create a valid Lien on the property described in the Mortgage has been taken.
(c) As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 8.13 or such later date as the Administrative Agent may agree in its sole discretion), the Parent Borrower Loan Parties shall cause deliver the documents or take the actions specified in Schedule 8.13, in each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) case except to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended otherwise agreed by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 1 contract
Further Assurances and Post-Closing Covenants. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the reasonable expense of the Loan Parties:
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be is discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time time, in order to carry out more effectively grant, preserve and perfect the purposes of this Agreement and security interests created or intended to be created by the Collateral Documents;.
(b) Within 90 In the case of Material Real Propertyfee-owned real property, provide the Collateral Agent with a Mortgage with respect to such Material Real Propertyfee-owned real property within (x) in the case of Material Real Propertyfee-owned real property owned by the Loan Parties on Amendment No. 3 Effective Date that is not already subject to a Mortgage, ninety (90) days after the Closing Date (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the Amendment No. 3 Effective Date or the date, if later, on which any such property ceases to be Excluded Real Property, and (y) in the case of fee-owned real property acquired by the Loan Parties after the Amendment No. 3 Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the acquisition of such Material Real Property, (y) in the case of Material Real Property constituting distribution centers owned by the Loan Parties after the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the Effective Date and (z) in the case of Material Real Property (other than distribution centers) owned by the Loan Parties on the Effective Date, ninety (90) days (or such longer period as the Collateral Agent may agree in its reasonable discretion) after the first anniversary of the Effective Date; provided that, any Designated Sale-Leasebackfee-owned real property; provided that, any Excluded Real Property shall not be subject to the requirements of this clause (b); in each case together with:
(i) evidence that counterparts of the Mortgage have been duly executed, acknowledged and delivered and that such Mortgages are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent deems reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent;
(ii) solely with respect to any Material Real Property, a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (not to exceed the lesser of (i) the Fair Market Value (as determined in good faith by the Borrower) of the real properties covered thereby and (ii) the aggregate amounts of Loans and Incremental Loans), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgage to be a valid Liens on the property described therein, subject only to Liens permitted by Section 9.1, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction;
(iii) an opinion of local counsel for the Loan Parties in the state in which the Material RealMortgaged Property is located, with respect to the enforceability and perfection of the Mortgages and any related fixture filing in form and substance reasonably satisfactory to the Administrative Agent; and
(iv) such other evidence that all other actions that the Administrative Agent or Collateral Agent reasonably deems necessary or desirable in order to create a valid Lien on the property described in the Mortgage has been taken; and
(v) a life of loan flood hazard determination with respect to all such Mortgaged Property and, if such real property is located in a special flood hazard area, evidence of flood insurance in such amounts as are required by applicable law.
(c) As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 8.13 or such later date as the Administrative Agent may agree in its sole discretion), the Parent Borrower Loan Parties shall cause deliver the documents or take the actions specified in Schedule 8.13, in each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) case except to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended otherwise agreed by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
Appears in 1 contract
Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments including any amendments or assignments thereto as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;Documents as set forth therein. Without limiting the foregoing, the Loan Parties shall use commercially reasonable efforts to obtain a Collateral Access Agreement from any Person from whom a Loan Party enters into a Lease after the Closing Date for a regional distribution center prior to entering into such Lease.
(b) Within 90 In the case of any Material Real Property, except to the extent otherwise provided hereunder or under any Collateral Document or the Intercreditor Agreement, provide the Administrative Agent with Mortgages and otherwise satisfy the applicable Collateral and Guarantee Requirements with respect to such owned Real Property within 60 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion)) of the acquisition of, the Parent Borrower shall cause each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will takeor, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably if requested by the Administrative Agent Agent, entry into, or renewal of, a ground lease in respect of, such Real Property in each case together with:
(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to grant create a valid and perfect or record such Lien, including, as applicable, subsisting perfected Lien on the actions referred to Mortgaged Property described therein in paragraph (f) favor of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies for the benefit of opinions, addressed the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent;
(ii) Mortgage Policies in form and substance, with endorsements and in amount, reasonably acceptable to the Collateral Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the Mortgaged Property described therein, free and clear of all defects and encumbrances, subject to Liens permitted by Section 7.01, and providing for such other Secured Parties, affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request;
(iii) opinions of local counsel for the Loan Parties in each jurisdiction where a states in which the Mortgaged Property is Properties are located, regarding with respect to the due execution enforceability and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing perfection of the applicable mortgagor, Mortgages and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be any related fixture filings in form and substance reasonably acceptable satisfactory to the Administrative Collateral Agent; and
(iv) such other evidence that all other actions that the Collateral Agent may reasonably deem necessary or desirable in order to create valid and subsisting Liens on the property described in the Mortgages has been taken; provided that, with respect to any obligation set forth in clauses (b)(i) through (iv) above for any ground lease requiring the consent of a third party not controlled by Holdings or its Restricted Subsidiaries, such Loan Party shall only be required to use its commercially reasonable efforts to perform such obligation.
(c) (i) Within 90 days from the Closing Date (or, unless a Cash Dominion Event or an Event of Default has occurred, such later date as may be agreed to by the Administrative Agent), deliver to the Collateral Agent, Depositary Bank Notification and Acknowledgments executed by the applicable depositary bank and/or amendments to the Deposit Account Control Agreements with respect to the newly-opened DDAs, in each case, as may be necessary to ensure continuous compliance with the provisions of Section 6.18 and (ii) perform the obligations set forth on Schedule 6.13(c) in each case within the time periods specified limits set forth on Schedule 6.12 hereto (6.13(c) or such longer period as each may be extended determined by the Administrative Agent in its reasonable sole discretion); provided that, complete such undertakings as are with respect to any obligation set forth in this Section 6.13(c) and on Schedule 6.12 hereto6.13(c) requiring the consent, waiver, approval or other participation of a third party not controlled by Holdings or its Restricted Subsidiaries, such Loan Party shall only be required to use its commercially reasonable efforts to perform such obligation, and the Administrative Agent may, in its sole discretion, extend or waive such obligations to the extent such Loan Party’s use of commercially reasonable efforts has not resulted, and in the judgment of the Administrative Agent will not result, in the performance of such obligation.
Appears in 1 contract
Further Assurances and Post-Closing Covenants. At the expense of the Loan Parties: 5339129.14 92
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;.
(b) Within 90 In the case of any Material Real Property, provide the Collateral Agent with Mortgages with respect to such owned real property within ninety (90) days after the Closing Date (or such longer period as the Administrative Collateral Agent may agree in its sole discretion)) of the acquisition of, the Parent Borrower shall cause each Material Real Property to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required or, if requested by the Collateral and Guarantee Requirement and will takeAgent, entry into, or cause the relevant Loan Party to takerenewal of, a ground lease in respect of, such actions as shall be necessary real property in each case together with:
(i) evidence that counterparts of the Mortgages have been duly executed, acknowledged and delivered and are in form suitable for filing or reasonably requested by the Administrative Agent recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable in order to grant create a valid and perfect or record such Lien, including, as applicable, subsisting perfected Lien on the actions referred to property and/or rights described therein in paragraph (f) favor of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies for the benefit of opinions, addressed the Secured Parties and that all filing and recording Taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Collateral Agent; (ii) fully paid American Land Title Association Lender’s Extended Coverage title insurance policies or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (not to exceed the value of the real properties covered thereby), issued, coinsured and reinsured by title insurers reasonably acceptable to the Collateral Agent, insuring the Mortgages to be valid subsisting Liens on the property described therein, subject only to Liens permitted by Section 9.1, and providing for such other Secured Parties, affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request and is available in the applicable jurisdiction; (iii) opinions of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is states in which the real properties are located, regarding with respect to the due execution enforceability and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing perfection of the applicable mortgagor, Mortgages and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be any related fixture filings in form and substance reasonably acceptable satisfactory to the Administrative Agent; and
and (civ) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by such other evidence that all other actions that the Administrative Agent or Collateral Agent may reasonably deem necessary or desirable in its reasonable discretion), complete such undertakings as are set forth order to create valid and subsisting Liens on Schedule 6.12 heretothe property described in the Mortgages has been taken.
Appears in 1 contract
Samples: Credit Agreement (eHealth, Inc.)
Further Assurances and Post-Closing Covenants. Subject to the provisions of the Collateral and Guarantee Requirement and any applicable limitations in any Collateral Document and in each case at the reasonable expense of the Loan Parties:
(a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be is discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time time, in order to carry out more effectively grant, preserve and perfect the purposes of this Agreement and security interests created or intended to be created by the Collateral Documents;.
(b) Within 90 In the case of fee-owned real property, provide the Collateral Agent with a Mortgage with respect to such fee-owned real property within (x) in the case of fee-owned real property owned by the Loan Parties on the Effective Date, ninety (90) days after the Closing Date (or such longer period as the Administrative Collateral Agent (acting at the direction of, or with the consent of, the Requisite Lenders) may agree in its sole reasonable discretion)) after the Effective Date or the date, the Parent Borrower shall cause each Material if later on, which any such property ceases to be Excluded Real Property to be subjected to a first priority Lien and (subject to Permitted Liensy) to in the extent required case of fee-owned real property acquired by the Collateral and Guarantee Requirement and will takeLoan Parties after the Effective Date, ninety (90) days (or cause the relevant Loan Party to take, such actions longer period as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect (acting at the direction of, or record such Lien, including, as applicablewith the consent of, the actions referred Requisite Lenders) may agree in its reasonable discretion) after the acquisition of such fee-owned real property; provided that, any Excluded Real Property shall not be subject to the requirements of this clause (b); in paragraph each case together with:
(fi) evidence that counterparts of the Mortgage have been duly executed, acknowledged and delivered and that such Mortgages are in form suitable for filing or recording in all filing or recording offices that the Collateral Agent (acting at the direction of, or with the consent of, the Requisite Lenders) deems reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees have been paid or otherwise provided for in a manner reasonably satisfactory to the Collateral Agent (acting at the direction of, or with the consent of, the Requisite Lenders);
(ii) solely with respect to any Material Real Property, a fully paid American Land Title Association Lender’s Extended Coverage title insurance policy or the equivalent or other form available in each applicable jurisdiction (the “Mortgage Policies”) in form and substance, with endorsements available in the applicable jurisdiction and in amount, reasonably acceptable to the Collateral Agent (acting at the direction of, or with the consent of, the Requisite Lenders) (not to exceed the lesser of (i) the Fair Market Value (as determined in good faith by the Borrower) of the definition real properties covered thereby and (ii) the aggregate amounts of “Collateral Loans (including any interest capitalized thereon)), issued, coinsured and Guarantee Requirement” and shall deliver reinsured by title insurers reasonably acceptable to the Administrative Agent and the Collateral Agent signed copies of opinions(acting at the direction of, addressed or with the consent of, the Requisite Lenders), insuring the Mortgage to be a valid Liens on the Administrative Agentproperty described therein, subject only to Liens permitted by Section 9.1, and providing for such other affirmative insurance (including endorsements for future advances under the Loan Documents) and such coinsurance and direct access reinsurance as the Collateral Agent may reasonably request (acting at the direction of the Requisite Lenders) and is available in the other Secured Parties, applicable jurisdiction;
(iii) an opinion of local counsel for the Loan Parties in each jurisdiction where a the state in which the Mortgaged Property is located, regarding with respect to the due execution enforceability and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing perfection of the applicable mortgagor, Mortgages and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be any related fixture filing in form and substance reasonably acceptable satisfactory to the Administrative Agent;
(iv) such other evidence that all other actions that the Administrative Agent or Collateral Agent (in either case, acting at the direction of, or with the consent of, the Requisite Lenders) reasonably deems necessary or desirable in order to create a valid Lien on the property described in the Mortgage has been taken; and
(v) a life of loan flood hazard determination with respect to all such Mortgaged Property and, if such real property is located in a special flood hazard area, evidence of flood insurance in such amounts as are required by applicable law.
(c) Within As promptly as practicable, and in any event within the time periods after the Effective Date specified on in Schedule 6.12 hereto 8.13 or such later date as the Administrative Agent (as acting at the direction of, or with the consent of, the Requisite Lenders) may agree in its discretion, the Loan Parties shall deliver the documents or take the actions specified in Schedule 8.13, in each may be extended case except to the extent otherwise agreed by the Administrative Agent in its reasonable discretion(acting at the direction of, or with the consent of, the Requisite Lenders), complete such undertakings as are set forth on Schedule 6.12 hereto.
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Further Assurances and Post-Closing Covenants. (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents;; and
(b) Within 90 days after the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), the Parent Borrower shall cause each Material Real Property (other than any such property constituting Rollover Notes Restricted Property at such time) to be subjected to a first priority Lien (subject to Permitted Liens) to the extent required by the Collateral and Guarantee Requirement and will take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Collateral Agent to grant and perfect or record such Lien, including, as applicable, the actions referred to in paragraph (f) of the definition of “Collateral and Guarantee Requirement” and shall deliver to the Administrative Agent and the Collateral Agent signed copies of opinions, addressed to the Administrative Agent, the Collateral Agent and the other Secured Parties, of local counsel for the Loan Parties in each jurisdiction where a Mortgaged Property is located, regarding the due execution and delivery and enforceability of each such Mortgage, the corporate formation, existence and good standing of the applicable mortgagor, and such other matters as may be reasonably requested by the Administrative Agent or the Collateral Agent, and each such local counsel opinion shall be in form and substance reasonably acceptable to the Administrative Agent; and
(c) Within the time periods specified on Schedule 6.12 hereto (as each may be extended by the Administrative Agent in its reasonable discretion), complete such undertakings as are set forth on Schedule 6.12 hereto.
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Samples: Credit Agreement (Heinz H J Co)
