Post-First Amendment Effective Date Covenants Sample Clauses

Post-First Amendment Effective Date Covenants. Parent and the Lead Borrower each hereby covenant and agree that on or before the time periods set forth on Annex IV hereto (or such longer periods as the Administrative Agent may agree in its sole discretion) Parent or the Lead Borrower shall deliver, or cause to be delivered, to the Administrative Agent the agreements, documents and certificates described on Annex IV hereto (all of which shall be in form and substance reasonably acceptable to the Administrative Agent). Notwithstanding anything to the contrary contained in the Amended Credit Agreement or in any other Loan Document, the failure of the Parent or the Lead Borrower to timely satisfy each of the requirements in this Section 4 shall constitute an immediate Event of Default under Section 8.01(c) of the Amended Credit Agreement, without regard to any grace period set forth therein.

Post-First Amendment Effective Date Covenants. On the Indebtedness Refinancing Date, the Loan Parties shall deliver to the Administrative Agent: (a) true and complete copies of (i) an amendment to the Term Loan Agreement evidencing the incurrence of the New Term Loans in an original principal amount of $850,000,000, which amendment shall be permitted by the terms of the Credit Agreement and the Intercreditor Agreement, (ii) a supplemental indenture with respect to the Senior Subordinated Note Documents evidencing the incurrence of additional Senior Subordinated Notes in an original principal amount of $250,000,000, which amendment shall be permitted by the terms of the Credit Agreement, in each case duly executed by the parties thereto, and (iii) a certificate, in form and substance reasonably satisfactory to the Administrative Agent and duly executed by a Responsible Officer of the Lead Borrower, containing a representation and warranty that (x) the New Term Loans do not violate the terms of the Indenture, dated as of December 19, 2013, among the Lead Borrower, the guarantors party thereto and ▇▇▇▇▇ Fargo Bank, National Association, as trustee, governing the 57/8% Senior Subordinated Notes due 2020 (the “New Senior Subordinated Notes Indenture”) or the Indenture, dated as of July 19, 2013, among Michaels ▇▇▇▇▇ Holdings, LLC, Michaels ▇▇▇▇▇, Inc. and Law Debenture Trust Company of New York, as trustee, governing the 7.50%/8.25% Senior PIK Toggle Notes due 2018 (the “PIK Notes Indenture”), and (y) the incurrence of the New Term Loans is permitted pursuant to Section 4.09(a) of each of the New Senior Subordinated Notes Indenture and the PIK Notes Indenture; (b) evidence of discharge of the Senior Note Documents and payment in full of the Senior Notes and any supplemental notes issued pursuant to the Senior Note Documents, which evidence shall be in form and substance reasonably satisfactory to the Administrative Agent; and (c) an acknowledgment to the Intercreditor Agreement, in form and substance reasonably satisfactory to the Administrative Agent and duly executed by the Term Agent and the Loan Parties, which acknowledgment shall contain certain statements with respect to the New Term Loans to be made on the Indebtedness Refinancing Date. Notwithstanding anything to the contrary, the Loan Parties acknowledge and agree that the failure of the Loan Parties to comply with any provision of this Section 8 shall constitute an immediate Event of Default pursuant to Section 7.01(b)(i) of the Credit Agreement.

Post-First Amendment Effective Date Covenants. Within 30 days after the First Amendment Effective Date (or such extended period of time as agreed to by the Administrative Agent), the Administrative Agent shall have received from the Loan Parties, in form and substance satisfactory to the Administrative Agent: (i) fully executed, notarized and recorded amendments to each of the Mortgages encumbering the Mortgaged Properties; (ii) with respect to each Mortgaged Property, an endorsement to each Title Policy assuring the Administrative Agent that the Amendments to the Mortgages referenced in (i) above create valid and enforceable first priority mortgage liens on the respective Mortgaged Properties; and (iii) opinions of legal counsel to the Loan Parties for each jurisdiction in which the Mortgaged Properties are located and for each of the states in which the Loan Parties are organized.

Post-First Amendment Effective Date Covenants. (a) The Loan Parties shall use their best efforts to, within forty-five (45) days of the First Amendment Effective Date, have delivered to the ABL Administrative Agent, in form and substance reasonably satisfactory to the ABL Administrative Agent, a collateral access agreement duly executed by the landlord with respect to the distribution center located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, it being understood that (i) failure to deliver such agreement will not constitute an Event of Default, and (ii) the foregoing shall not be deemed to derogate from the ABL Administrative Agent’s rights hereunder to impose or maintain Rent Reserves in respect of such location. (b) Within fourteen (14) days following the First Amendment Effective Date (or such later date as to which the ABL Administrative Agent and the Supplemental Term Agent may agree in their sole discretion), in respect of all insurance policies maintained by any Loan Party, the Loan Parties shall deliver to the ABL Administrative Agent, in form and substance reasonably satisfactory to the ABL Administrative Agent and the Supplemental Term Agent, (i) certificates of insurance naming the Collateral Agent (for the benefit of the Collateral Agent, the ABL Administrative Agent, the Supplemental Term Agent and the Lenders) as an additional insured or as lender’s loss payee, as applicable, and (ii) endorsements containing (A) lender’s loss payable clauses, additional insured or mortgagee clauses, as applicable, and (B) notice of cancellation clauses. (c) Within thirty (30) days following the First Amendment Effective Date (or such later date as to which the ABL Administrative Agent and the Supplemental Term Agent may agree in their sole discretion), the Loan Parties shall deliver to the ABL Administrative Agent, in form and substance reasonably satisfactory to the ABL Administrative Agent and the Supplemental Term Agent and duly executed by the parties thereto, (i) an amendment to the Deposit Account Control Agreement dated as of March 30, 2010 (as amended and in effect, the “BOA DACA”) by and among the Borrower, the Collateral Agent, the Term Collateral Agent and Bank of America, N.A., pursuant to which Schedule A thereto shall have been amended to remove certain accounts and add certain accounts, and (ii) a Deposit Account Control Agreement by and among Holdings, the Collateral Agent, the Term Collateral Agent and Bank of America, N.A., with respect to accounts maintained by Holdings with Bank of Ame...