Further Assurances Regarding Collateral. As promptly as practicable but in any event within 45 days (or such later date as may be agreed upon by the Agent) after a Subsidiary is required to become a Guarantor, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary and shall cause each such Subsidiary to deliver to the Agent a joinder to the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such joinder to be accompanied by appropriate resolutions, other documentation and other Credit Documents to the extent reasonably requested by the Agent, and legal opinions in form and substance reasonably satisfactory to the Agent and its counsel. The Borrower will cause, and will cause each other Credit Party to cause, all or substantially all of its owned personal property (whether tangible, intangible, or mixed), to be subject to perfected Liens in favor of the Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Security Agreement, subject in any case to Liens permitted by Section 8.2 and any exceptions thereto permitted in the Security Agreement; provided, however, it is understood that any security interest in the newspaper business of The X.X. Xxxxxxx Company and its subsidiaries, other than those perfected by the filing of financing statements, shall be perfected within 30 days after the Closing Date or such longer period as the Agent may approve in its discretion. Neither the Borrower nor any other Credit Party shall be required to deliver mortgages to the Agent in respect of the Borrower’s or any other Credit Party’s real property or any leasehold interest. If any assets constituting Collateral are acquired by the Borrower or any Credit Party after the Closing Date with respect to which additional action is required under the Credit Agreement or the Security Agreement to perfect the Lien of the Agent in such assets, the Borrower will notify the Agent thereof, and, if requested by the Agent, and if the cost of perfecting a Lien in such property, in the Agent’s reasonable discretion, is not excessive in light of the value of such property, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, all at the expense of the Borrower.
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Further Assurances Regarding Collateral. As promptly as practicable but in any event within 45 days (or such later date as may be agreed upon by The Company and the Agent) after a Subsidiary is required to become a GuarantorGuarantors shall execute, acknowledge and deliver the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary and shall cause each such Subsidiary to deliver to the Agent a joinder to the following Note Security Agreement (in each case in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereofDocuments, such joinder to be accompanied by appropriate resolutions, other documentation and other Credit Documents to the extent reasonably requested by the Agent, and legal opinions in form and substance reasonably satisfactory to the Initial Purchaser, the Trustee and the Company, within 45 days of the date of this Indenture:
(1) mortgages covering all real property required to secure the Notes;
(2) title insurance and surveys with respect to all real property required to secure the Notes, subject to customary exceptions;
(3) UCC-1 financing statement with respect to any fixtures;
(4) UCC-3 termination statements releasing all Liens on the Collateral, except Permitted Liens;
(5) a Control Agreement covering any Asset Sales Proceeds Account and securities account of the Company and the Guarantors;
(6) a certificate of insurance naming the Trustee, on behalf of the Holders of the Notes, as a loss payee;
(7) an assignment of business interruption insurance; and
(8) any third party waivers and consents from landlords and/or lessors required to be delivered by the Credit Agreement Agent under the Credit Agreement; provided that any failure to deliver such waivers and its counselconsent shall constitute an Event of Default only in the event that the Credit Agreement Agent declares an Event of Default under the Credit Agreement. The Borrower will causeIn addition, at any time and from time to time, the Company shall, and will shall cause each other Credit Party to cause, all or substantially all of its owned personal property (whether tangibleSubsidiaries to, intangiblepromptly execute, acknowledge and deliver such other Note Security Documents, instruments, certificates, notices and other documents and take such other actions as are necessary or mixed)as the Trustee may reasonably request to create, perfect, protect, assure or enforce the Liens securing Note Obligations and benefits intended to be subject to perfected Liens in favor of the Agent conferred as contemplated by this Indenture for the benefit of the holders of Note Obligations. In connection with delivering such Note Security Documents, the Company and the Subsidiaries shall cause its counsel to deliver such opinions, in form and substance reasonably satisfactory to the Trustee, as the Trustee may reasonably request. Notwithstanding any provision in the Indenture to the contrary, failure by the Company or any of its Restricted Subsidiaries for 15 days after notice from the Trustee or Holders of Secured Obligations to secure the Secured Obligations at least 25% in accordance with the terms and conditions principal amount of the Security Agreement, subject in any case Notes then outstanding to Liens permitted by comply with this Section 8.2 and any exceptions thereto permitted in the Security Agreement; provided, however, it is understood that any security interest in the newspaper business 4.22 shall constitute an Event of The X.X. Xxxxxxx Company and its subsidiaries, other than those perfected by the filing of financing statements, shall be perfected within 30 days after the Closing Date or such longer period as the Agent may approve in its discretion. Neither the Borrower nor any other Credit Party shall be required to deliver mortgages to the Agent in respect of the Borrower’s or any other Credit Party’s real property or any leasehold interest. If any assets constituting Collateral are acquired by the Borrower or any Credit Party after the Closing Date with respect to which additional action is required under the Credit Agreement or the Security Agreement to perfect the Lien of the Agent in such assets, the Borrower will notify the Agent thereof, and, if requested by the Agent, and if the cost of perfecting a Lien in such property, in the Agent’s reasonable discretion, is not excessive in light of the value of such property, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, all at the expense of the BorrowerDeafult.
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Samples: Indenture (Osullivan Industries Inc)
Further Assurances Regarding Collateral. As promptly as practicable but in any event within 45 30 days (or such later date as may be agreed upon by the Agent) after a Subsidiary is required to become a Guarantor, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary and shall cause each such Subsidiary to deliver to the Agent a joinder to the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such joinder to be accompanied by appropriate resolutions, other documentation and other Credit Documents to the extent reasonably requested by the Agent, and legal opinions in form and substance reasonably satisfactory to the Agent and its counsel. The Borrower will cause, and will cause each other Credit Party to cause, all or substantially all of its owned personal property (whether tangible, intangible, or mixed), to be subject to perfected Liens in favor of the Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Security Agreement, subject in any case to Liens permitted by Section 8.2 and any exceptions thereto permitted in the Security Agreement; provided, however, it is understood that any security interest in the newspaper business of The X.X. Xxxxxxx Company and its subsidiaries, other than those perfected by the filing of financing statements, shall be perfected within 30 days after the Closing Date or such longer period as the Agent may approve in its discretion. Neither the Borrower nor any other Credit Party shall be required to deliver mortgages to the Agent in respect of the Borrower’s or any other Credit Party’s real property or any leasehold interest. If any assets constituting Collateral are acquired by the Borrower or any Credit Party after the Amendment No. 1 Closing Date with respect to which additional action is required under the Credit Agreement or the Security Agreement to perfect the Lien of the Agent in such assets, the Borrower will notify the Agent thereof, and, if requested by the Agent, and if the cost of perfecting a Lien in such property, in the Agent’s reasonable discretion, is not excessive in light of the value of such property, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, all at the expense of the Borrower.. 59 Article 8 NEGATIVE COVENANTS 60 8.1 Indebtedness 60 8.2 Liens 61 8.3 Nature of Business 61 8.4 Consolidation, Merger, Sale or Purchase of Assets, etc. 61 8.5 Hedging Agreements 62 8.6 Guarantee Obligations 62 8.7 Transactions with Affiliates 62 8.8 Ownership of Subsidiaries 62 8.9 Fiscal Year 62 8.10 Dividends 63 Article 9 EVENTS OF DEFAULT 63 Article 10 AGENCY PROVISIONS 66 10.1 Appointment 66 10.2 Delegation of Duties 66 10.3 Exculpatory Provisions 67 10.4 Reliance on Communications 67 10.5 Notice of Default 67 10.6 Non-Reliance on Agent and Other Lenders 68
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Further Assurances Regarding Collateral. As promptly as practicable but in any event within 45 30 days (or such later date as may be agreed upon by the Agent) after a Subsidiary is required to become a Guarantor, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary and shall cause each such Subsidiary to deliver to the Agent a joinder to the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such joinder to be accompanied by appropriate resolutions, other documentation and other Credit Documents to the extent reasonably requested by the Agent, and legal opinions in form and substance reasonably satisfactory to the Agent and its counsel. The Borrower will cause, and will cause each other Credit Party to cause, all or substantially all of its owned personal property (whether tangible, intangible, or mixed), to be subject to perfected Liens in favor of the Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Security Agreement, subject in any case to Liens permitted by Section 8.2 and any exceptions thereto permitted in the Security Agreement; provided, however, it is understood that any security interest in the newspaper business of The X.X. Xxxxxxx Company and its subsidiaries, other than those perfected by the filing of financing statements, shall be perfected within 30 days after the Closing Date or such longer period as the Agent may approve in its discretion. Neither the Borrower nor any other Credit Party shall be required to deliver mortgages to the Agent in respect of the Borrower’s or any other Credit Party’s real property or any leasehold interest. If any assets constituting Collateral are acquired by the Borrower or any Credit Party after the Amendment No. 1 Closing Date with respect to which additional action is required under the Credit Agreement or the Security Agreement to perfect the Lien of the Agent in such assets, the Borrower will notify the Agent thereof, and, if requested by the Agent, and if the cost of perfecting a Lien in such property, in the Agent’s reasonable discretion, is not excessive in light of the value of such property, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, all at the expense of the Borrower.
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Further Assurances Regarding Collateral. As promptly as practicable but in any event within 45 days (or such later date as may be agreed upon by the Agent) after a Subsidiary is required to become a Guarantor, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Subsidiary and shall cause each such Subsidiary to deliver to the Agent a joinder to the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such joinder to be accompanied by appropriate resolutions, other documentation and other Credit Documents to the extent reasonably requested by the Agent, and legal opinions in form and substance reasonably satisfactory to the Agent and its counsel. The Borrower will cause, and will cause each other Credit Party to cause, all or substantially all of its owned personal property (whether tangible, intangible, or mixed), to be subject to perfected Liens in favor of the Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Security Agreement, subject in any case to Liens permitted by Section 8.2 and any exceptions thereto permitted in the Security Agreement; provided, however, it is understood that any security interest in the newspaper business of The X.X. Xxxxxxx Company and its subsidiaries, other than those perfected by the filing of financing statements, shall be perfected within 30 days after the Closing Date or such longer period as the Agent may approve in its discretion. Neither the Borrower nor any other Credit Party shall be required to deliver mortgages to the Agent in respect of the Borrower’s or any other Credit Party’s real property or any leasehold interest. If any assets constituting Collateral are acquired by the Borrower or any Credit Party after the Closing Date with respect to which additional action is required under the Credit Agreement or the Security Agreement to perfect the Lien of the Agent in such assets, the Borrower will notify the Agent thereof, and, if requested by the Agent, and if the cost of perfecting a Lien in such property, in the Agent’s reasonable discretion, is not excessive in light of the value of such property, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Credit Parties to take, such actions as shall be necessary or reasonably requested by the Agent to grant and perfect such Liens, all at the expense of the Borrower.
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