Additional Security. Each Credit Party will cause, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense: (i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent; (ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days; (v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and (vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 3 contracts
Sources: Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (KLX Energy Services Holdings, Inc.), Credit Agreement (KLX Energy Services Holdings, Inc.)
Additional Security. Each Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for any Real Property, the Borrower will cause, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by promptly notify the Administrative Agent or in writing of such event, identifying the Required Lenders property in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant question and referring specifically to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as rights of the Administrative Agent shall and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 60 days following written request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Administrative Agent for the benefit of the Secured Parties Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (subject only collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Credit Party shall cause to Permitted Liens)be delivered to the Administrative Agent such opinions of local counsel, then following the occurrence of an Event of Default which is continuingcorporate resolutions, if a Perfection Certificate, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or the Required Lenders joinder, all of which documents shall be in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail form and substance reasonably satisfactory to the Administrative Agent;
. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) within sixty if such real property is located in a “special flood hazard area”, (60A) days after such acquisition, cause a notification to the Borrower (or applicable Credit Party to duly execute Party) of that fact and deliver (if applicable) notification to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, Borrower (or applicable Credit Party) that flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents insurance coverage is not available and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations (B) evidence of the receipt by the Borrower (or applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60Party) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third partiesnotice; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above if such notice is required to be provided to the Borrower (or applicable Credit Party) and as to flood insurance is available in the community in which such other matters as real property is located, evidence of required flood insurance and (2) the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period shall have received written confirmation from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request each of the Administrative Agent in its sole discretion, to Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Collateral Agent with respect to Lenders (such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required written confirmation not to be delivered to the Collateral Agent as Collateral hereunder unreasonably conditioned, withheld or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithdelayed).
Appears in 3 contracts
Sources: Credit Agreement (DigitalOcean Holdings, Inc.), Second Amended and Restated Credit Agreement (DigitalOcean Holdings, Inc.), Second Amended and Restated Credit Agreement (DigitalOcean Holdings, Inc.)
Additional Security. Each (i) Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the time included in the Collateral and subject to a Mortgage, the Parent Borrower will causepromptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the occurrence request of an Event of Defaultthe Administrative Agent and/or the Collateral Agent, all other assets and properties of such the Credit Party will, or will cause such Subsidiary to, within ninety (90) days or such longer period as are not covered by the original Collateral Documents and as Administrative Agent may be requested agree, following request by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of and/or the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject (I) grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only Creditors a Lien on such Real Property or such personal property pursuant to Permitted Liens)the terms of such security agreements, then following the occurrence of an Event of Default which is continuingassignments, if requested by Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i“Additional Security Documents”) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly and/or execute and deliver a joinder to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents each applicable existing Security Document and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60II) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid valid, perfected and subsisting enforceable Liens on such owned Real Propertyproperty and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against all third parties; provided that the Administrative Agent may, . All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, form and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, substance to the Collateral Agent with respect to such owned Real Property title reportsand the Parent Borrower and shall constitute valid, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that enforceable (except to the extent that any the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect cause to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver Agent and the Collateral Agent such proof of organizational authority, incumbency of officers, opinions of counsel (including local counsel), corporate resolutions, a counterpart to the Intercompany Note and other related documents as is consistent with those delivered may be reasonably requested by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Agent and/or Collateral Agent or in connection with the Required Lenders shall have requested. Ifexecution, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (delivery and in any event within three (3) Business Days after any Responsible Officer recording of any Credit Party acquires knowledge such Additional Security Document or joinder, all of the same) notify the Collateral Agent of the same. Each of the Credit Parties which documents shall adhere to the covenants regarding the location of personal property as set forth be in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered form and substance reasonably satisfactory to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithand/or Collateral Agent.
Appears in 2 contracts
Sources: Credit Agreement (PGT, Inc.), Credit Agreement (PGT, Inc.)
Additional Security. Each Credit Loan Party will cause, upon the occurrence and will cause each of its Wholly-Owned Subsidiaries (other than (v) a Domestic Subsidiary, (w) an Event of DefaultUnrestricted Subsidiary, (x) a Foreign Subsidiary that is not a Canadian Subsidiary, (y) an Immaterial Subsidiary or (z) Sacopan) to cause all other assets and properties of such Credit Party as Holdings and its Wholly-Owned Subsidiaries that are of a type constituting or intended to constitute Collateral but are not covered by the original Collateral Documents and as may be reasonably requested by the Administrative Collateral Agent or the Required Revolving Lenders in their sole reasonable discretion, discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages agreements or similar collateral documents as the Administrative Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph clause (db), upon the acquisition of any owned Real Property property referred to in the preceding paragraph by any Credit Loan Party, if such owned Real Propertyproperty, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties (subject only to Permitted Liens)Parties, then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party Borrowers shall, at the Company’s Borrowers’ reasonable expense:
(i) within thirty (30) 20 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property property so acquired in detail reasonably satisfactory to the Administrative Agent;
(ii) within sixty (60) 45 days after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Collateral Administrative Agent deeds of trust, trust deedshypothec, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge similar agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Loan Party under the Agreement Finance Documents and constituting Liens on all such owned Real Properties; provided properties that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) daysare Collateral;
(iii) within sixty (60) 45 days after such acquisition, cause the applicable Credit Loan Party to take whatever action (including the recording of mortgages, the filing of UCC Uniform Commercial Code and/or PPSA financing statements, and/or Civil Code recordation, as applicable, and the giving of notices and the endorsement of notices on title documents) as may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Collateral Administrative Agent (or in any representative of such Collateral the Administrative Agent designated by it) valid and subsisting Liens on such owned Real Propertyproperty, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, Agent and the other Secured Parties, of counsel for the Credit Loan Parties acceptable to in the Administrative Agent jurisdiction where such Person is organized as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;and
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Loan Party pursuant to Section 7.1 4.01 on the Execution Effective Date or as the Administrative Agent, the Collateral Agent or the Required Revolving Lenders shall have reasonably requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 2 contracts
Sources: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)
Additional Security. Each (i) With respect to any Material Real Property Assets (other than Leaseholds, easements and rights-of-way), (ii) any Existing Leasehold Mortgaged Property and (iii) any part of the Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clauses (i) and (ii) (1) owned, or in the case of the Existing Leasehold Mortgaged Property, leased by any Credit Party will causeon the Closing Date, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party Party, as are not covered by the original Collateral Documents and case may be, with respect thereto shall, within 120 days of the date of the Closing Date or such later date as may be requested agreed to by the Administrative Collateral Agent or (and in any event within 360 days of the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority Closing Date (subject only to Permitted Liens), perfected andor, in the case of owned Real PropertyProperty Assets constituting part of the Grand Mesa Pipeline or the Delaware Pipeline, title insured180 days after the Closing Date)) or (2) acquired by any Credit Party after the Closing Date, Liens such Credit Party, as the case may be, shall, within 120 days of the acquisition thereof or such later date as may be agreed to by the Collateral Agent (and in any event within 180 days of the acquisition thereof), deliver to the Collateral Agent for the ratable benefit of the Secured Parties the following:
(A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent pursuant to the Collateral Documents or covering such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Material Real Property referred to in the preceding paragraph Asset, duly executed by any such Credit Party, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage or Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby;
(B) if such owned Material Real PropertyProperty Asset has a Designated Value of $7,500,000 or more, in the judgment a policy or policies or marked-up unconditional binder of the Administrative Agenttitle insurance, shall not already be subject to a perfected first priority deed of trust or mortgage lien as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title, as applicable, to each such Material Real Property Asset and insuring the Lien of such Mortgage or Leasehold Mortgage as a valid Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modifications, coinsurance and reinsurance as shall be reasonably required;
(C) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements and title policy modifications;
(D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Mortgage or Leasehold Mortgage and such other customary matters as are incidental thereto;
(E) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and
(F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and Leasehold Mortgages and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing.
(ii) With respect to any Material Real Property Asset consisting of Leaseholds, easements or rights of-way, including Material Real Property Assets that are Leaseholds, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than the Existing Leasehold Mortgaged Properties and any fee owned Material Real Property Asset), (a) held by any Credit Party on the Closing Date or (b) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 180 days of the Closing Date or the date of acquisition thereof or, with respect to any such Material Real Property Asset (such Material Real Property Assets, “Other Specified Property”), or with respect to any such Other Specified Property other than Real Property Assets constituting a part of the Grand Mesa Pipeline or the Delaware Pipeline, or such later date as may be agreed to by the Collateral Agent (provided that the Collateral Agent may not extend such deadline to a date later than 360 days after the Closing Date or 180 days after the date of acquisition thereof, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties Parties, the following:
(A) a fully executed counterpart of a Leasehold Mortgage, duly executed by a Credit Party that is the lessee, owner or holder of such Material Real Property Asset, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected Lien, subject only to Permitted Liens, against the properties purported to be covered thereby;
(B) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), then following policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the occurrence Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of an Event of Default which is continuingsuch Material Real Property Asset and in the form necessary, if requested paid for by the Administrative Agent such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title to such Material Real Property Asset and insuring the Required Lenders Lien of such Leasehold Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required;.
(C) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), such surveys (or any updates or affidavits that the title insurance company may reasonably require in their sole discretionconnection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications;
(D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party shallof such Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Leasehold Mortgage and such other customary matters as are incidental thereto;
(E) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), at with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the Company’s expense:uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and
(F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Leasehold Mortgage and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this Section 8.10(d)(ii) will not be required with respect to (i) within thirty (30) days after any such acquisitionOther Specified Property, furnish to the Administrative Agent a description extent the cost of providing such items would exceed 1% of the owned Real Designated Value of such Other Specified Property so acquired in detail satisfactory to the Administrative Agent;
or (ii) within sixty any such Other Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the final paragraph of this Section 8.10(d)(ii) shall not apply. The requirements of this Section 8.10(d)(ii) with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (60A) days after such acquisition, cause through (F) of the applicable foregoing Section 8.10(d)(ii) shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which a Credit Party must use commercially reasonable efforts to duly execute provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Parent and deliver its Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well.
(iii) Notwithstanding the other provisions of this Section 8.10(d), the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable sole discretion, without determine that the burdens, costs or consequences of obtaining a Mortgage or Leasehold Mortgage on any requirement for Lender consentMaterial Real Property Asset, extend such time period from sixty all or any part of which contains a Building (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause as defined in the applicable Credit Party to take whatever action Flood Insurance Laws) or Manufactured (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsMobile) Home (as may be necessary or advisable defined in the opinion applicable Flood Insurance Law), are excessive in view of the Administrative Agent benefits to vest in be obtained by the Secured Parties. In the event that the Collateral Agent makes such a determination, the Mortgage or Leasehold Mortgage relating to such Material Real Property Asset may contain customary exclusionary provisions with respect to such Building or Manufactured (or in any representative of such Collateral Agent designated by itMobile) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver Home satisfactory to the Administrative Agent, upon the request of the Administrative Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 2 contracts
Sources: Credit Agreement (NGL Energy Partners LP), Credit Agreement (NGL Energy Partners LP)
Additional Security. Each Credit Party will cause(a) No later than ten days after any Person becomes a Subsidiary, upon the occurrence Borrower shall, and shall cause such Subsidiary (unless it is not a Domestic Subsidiary) and its parent to, execute and deliver a Joinder Agreement under which (i) such Domestic Subsidiary shall grant a security interest in its assets described in the Security Agreement as security for the Obligations and become a Guarantor, and (ii) such parent pledges to the Bank 100% of an Event of Default, all the common stock or other assets and properties ownership interests of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent Domestic Subsidiary (or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor 65% of the Collateral Agent pursuant common stock or other ownership interests of such Subsidiary if it is not a Domestic Subsidiary) and to deliver to the Collateral Documents or Bank such other security agreements, pledge agreements, mortgages or similar collateral documents relating to such Subsidiary as the Administrative Agent shall request in its sole reasonable discretion Bank may reasonably request.
(collectively, b) From and after the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit PartyClosing Date, if (i) the Borrower or any Guarantor acquires any fee interest in real property having a book value in excess of $100,000 or (ii) at the time any Person becomes a Guarantor, such owned Real Property, Person owns or holds any such fee interest in the judgment real property of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretionsuch value, such Credit Party shallshall deliver to the Bank, at its request after such acquisition of such property or such Person becomes a Guarantor, as the Company’s expensecase may be, the following:
(i) within thirty A fully executed and notarized mortgage or deed of trust (30) days after an “Additional Mortgage”), duly recorded in all appropriate places in all applicable jurisdictions, encumbering the interest of such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired Credit Party in detail satisfactory to the Administrative Agentsuch property;
(ii) within sixty (60) days after such acquisitionIf requested by the Bank, cause the applicable Credit Party to duly execute and deliver a title report issued by a title company acceptable to the Collateral Agent deeds of trustBank with respect thereto, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession dated not more than 30 days prior to the Collateral Documents date such Additional Mortgage is to be recorded and other security and pledge agreements, as specified by and satisfactory in form and substance satisfactory to the Administrative Agent, securing payment together with copies of all any documents listed as exceptions to such title and, to the Finance Obligations of extent the applicable Credit Party under Borrower or any Subsidiary obtains an owner’s title policy on said property, a mortgagee’s policy in an equal amount insuring the Agreement and constituting Liens on all such owned Real PropertiesLien in subsection (i) above; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;and
(iii) within sixty (60) days after such acquisitionIf requested by the Bank, cause the applicable Credit Party evidence that said property is not in an area designated as prone to take whatever action (including the recording flooding or, if so, evidence of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may flood insurance reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithBank.
Appears in 2 contracts
Sources: Credit Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Flotek Industries Inc/Cn/)
Additional Security. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Effective Date having a fair market value of $25,000,000 or more (except any such parcel as to which the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent, without any requirement for Lender consent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, insured Liens in favor of the relevant Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph subparagraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the relevant Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) 60 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the relevant Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 60 days up to a maximum of ninety (90) 90 days;
(iii) within sixty (60) 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the relevant Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 60 days up to a maximum of ninety (90) 90 days;
(iv) within sixty (60) 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the relevant Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 60 days up to a maximum of ninety (90) 90 days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the relevant Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Effective Date or as the Administrative Agent, the relevant Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Effective Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the relevant Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the relevant Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 2 contracts
Sources: Credit Agreement (KLX Inc.), Loan Agreement (KLX Inc.)
Additional Security. Each Credit Party will cause, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the The Company shall promptly procure that (a) on acquiring (and in any event within three (345 days of such acquisition) Business Days after any Responsible Officer asset of with a value of US$75,000 or more or material to the operation of the business of any Credit Party acquires knowledge Obligor or to the value of any other asset over which the Banks have security, the Obligor acquiring such asset shall (if such asset is not, in the reasonable opinion of the sameSecurity Agent, subject to any existing Security Document giving equivalent security to that provided by the Security Documents over similar assets held by any Obligor at Closing and (subject to sub-paragraph (iii) notify below) it is legal, practical and (in the Collateral Agent opinion of the same. Each Facility Agent, acting reasonably and having regard to the value of the Credit Parties shall adhere asset or its materiality to the covenants regarding operation of the location business of personal property such Obligor) cost effective to do so) execute and deliver to the Security Agent such further or additional Security Documents in relation to such assets as set forth the Majority Banks may require in substantially the same terms as the Security Documents charging similar assets entered into at Closing, and (b) if there has, in the Collateral Documents. Ifreasonable opinion of the Majority Banks, subsequent been a material and adverse change in the business, assets or financial condition of any Obligor, such Obligor shall execute and deliver to the Execution DateSecurity Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed subject in each case to any Credit Party provisions of law prohibiting such person from entering into such Security Documents provided that may notwithstanding the foregoing (y) only the Company shall be sold liable for its obligations under this Agreement and nothing herein shall oblige an Obligor to guarantee or otherwise disposed act as a guarantor for any obligation of without the Company under this Agreement and (iz) infringing nothing herein shall oblige the rights Company to pledge (as determined by applicable law) more than 66.6% of such licensor, its interest in the voting share capital in any of its Immediate Subsidiaries.
(ii) violating The Company shall procure that any contract with entity which becomes a Material Group Member after Closing shall (within 45 days of becoming a Material Group Member) execute and deliver to the Security Agent such licensor, further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require subject to any provision of law prohibiting such person from entering into such Security Documents.
(iii) incurring Where any liability such prohibition as is referred to above exists, the Obligors shall use their reasonable endeavours lawfully to overcome the prohibition, and the Security Agent may (but shall not be obliged to) agree with respect to payment the relevant Obligor limitations on the extent of royalties other than royalties incurred pursuant the security granted by it to the sale extent that in its opinion, based on the advice of independent legal counsel acceptable to the Security Agent in the relevant jurisdiction, it is necessary to do so in order to overcome the prohibition.
(iv) The Obligors shall at their own expense execute and do all such Inventory under assurances, acts and things as the current licensing agreementSecurity Agent or the Majority Banks may reasonably require for perfecting or protecting the security intended to be afforded by the Security Documents or for facilitating the realisation of all or any part of the assets which are subject to the Security Documents and the exercise of all powers, then authorities and discretions vested in the Security Agent or in any receiver of all or any part of those assets and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient.
(v) The Company shall provide an annex with procure that in relation to each Borrowing Base Certificate delivered further or additional Security Document the relevant Borrower or Guarantor shall do all things necessary duly to perfect in the jurisdiction of its incorporation and in the jurisdiction wherein the assets which are the subject of the further or additional Security Documents are located, the security to be afforded to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that Finance Parties under such property is acquired, notifying the Administrative Agent of such acquisition, which annex further or additional Security Documents and shall specify reasonable detail (including the location, title, patent number(s) and issue date) as deliver to the property so acquired Security Agent such directors and shareholders' resolutions, legal opinions, notices, certificates or documents of title or other items as the intellectual property rights licensed to the Credit Party in connection therewithFacility Agent shall require.
Appears in 1 contract
Sources: Revolving Multicurrency Credit Facility (Derby Cycle Corp)
Additional Security. Each Credit (a) If any asset is acquired by any Loan Party after the Amendment No. 3 Closing Date or owned by an entity at the time it becomes a Loan Party (in each case other than (x) assets constituting Collateral under a Security Document that automatically become subject to the Lien of such Security Document upon acquisition thereof and (y) assets constituting Excluded Property, such Loan Party will cause, upon (i) notify the occurrence of an Event of Default, all other assets and properties Collateral Agent of such Credit Party acquisition or ownership and (ii) cause such asset to be subjected to a Lien (subject to any Permitted Liens) securing the Obligations by, and take, and cause the Guarantors to take, such actions as are not covered by the original Collateral Documents and as may shall be reasonably requested by the Administrative Collateral Agent or to cause the Required Lenders in their sole reasonable discretion, Collateral and Guarantee Requirement to be satisfied with respect to such asset, all at the expense of the Loan Parties, subject at all times to first priority the last three paragraphs of this Section 8.14.
(subject only b) Each Loan Party will furnish to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant prompt written notice of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number (to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to extent relevant in the preceding paragraph by applicable jurisdiction of organization) and (D) in any Credit Loan Party’s jurisdiction of organization; provided, if such owned Real Property, in that the judgment of the Administrative Agent, Borrowers shall not already be subject to a perfected first priority deed of trust effect or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens)permit any such change unless all filings have been made, then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) will have been made within thirty (30) days after following such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
change (ii) within sixty (60) days after or such acquisition, cause the applicable Credit Party to duly execute and deliver to longer period as the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent agree in its sole discretion), under the Uniform Commercial Code (or its equivalent in any applicable jurisdiction) that are required in order for the Collateral Agent to continue at all times following such change to have a signed copy valid, legal and perfected security interest in all the Collateral in which a security interest may be perfected by such filing, for the benefit of a favorable opinion, addressed the Credit Parties. Notwithstanding anything to the Administrative Agentcontrary in this Agreement or in the other Loan Documents, the Collateral Agent, and Guarantee Requirement and the other Secured Partiesprovisions of this Section 8.14 and the other Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses “Excluded Property”): (i) any fee-owned real property; (ii) motor vehicles and other assets subject to certificates of title; (iii) above and as to such letter of credit rights (other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that than to the extent that a security interest therein can be perfected by the filing of a financing statement under the Uniform Commercial Code); (iv) commercial tort claims (as defined in the Uniform Commercial Code) with a value of less than $20,000,000; (v) leases, licenses, permits and other agreements, any Credit Party property subject to a purchase money security interest, any lien securing a Capital Lease Obligation or similar arrangements, in each case, to the extent, and so long as, the pledge thereof as Collateral would require a consent not obtained, violate or invalidate the terms thereof or create a right of termination or acceleration in favor of any other party thereto (other than a Borrower or a Guarantor), but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code, the Bankruptcy Code or other requirement of law; (vi) other assets to the extent the pledge thereof or the security interest therein is prohibited by applicable law, rule or regulation (only to the extent such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code, Bankruptcy Code or any other requirement of law) or which could require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received); (vii) those assets as to which the Administrative Agent and BGI shall reasonably agree that the costs or other consequences (other than tax consequences, which shall be subject to clause (xii) below) of obtaining such security interest or perfection thereof are excessive in relation to the value of the security to be afforded thereby; (viii) “intent-to-use” trademark applications prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent that the grant of a security interest therein would impair the validity or enforceability of, or render void or voidable or result in the cancellation of the applicable grantor’s right, title or interest therein or in any trademark issued as a result of such application under applicable law; (ix) receivables and related assets sold pursuant to or pledged in connection with supply chain financing programs; (x) any governmental licenses, permits or state or local franchises, charters and authorizations, to the extent Liens and security interests therein are prohibited or restricted thereby, but only to the extent, and for so long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the Uniform Commercial Code; (xi) Excluded Securities; (xii) any assets to the extent a security interest in or pledge of such assets could reasonably be expected to result in material adverse tax consequences to BGI or any of its Subsidiaries shall have otherwise received any of the foregoing items as reasonably determined by BGI in consultation with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
and (vixiii) deliver such proof of organizational authorityany tax benefits, incumbency of officersescrow accounts, opinions of counsel fiduciary or trust accounts and funds and other property held in or maintained in such accounts in the ordinary course of business; provided, that the Borrower may in its sole discretion elect to exclude any property from the definition of “Excluded Property.” In addition, in no event shall (1) control agreements or control, lockbox or similar agreements or arrangements be required with respect to deposit accounts, securities accounts or commodities accounts, (2) landlord, mortgagee and bailee waivers or subordination agreements be required, (3) notices be required to be sent to account debtors or other contractual third parties unless an Event of Default has occurred and is continuing, (4) foreign-law governed security documents or perfection under foreign law be required, (5) estoppels or collateral access letters or similar arrangements be required or (6) actions other than (x) the filing of a financing statement under the Uniform Commercial Code and (y) the filing of a short form intellectual property security agreement with the United States Patent and Trademark Office or United States Copyright Office, as applicable, be required with respect to the perfection of the security interest in any Intellectual Property. Notwithstanding anything herein to the contrary, (A) the Collateral Agent may grant extensions of time or waiver or modification of requirement for the creation or perfection of security interests in or the obtaining of insurance with respect to particular assets (including extensions beyond the Amendment No. 3 Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that perfection or obtaining of such items cannot reasonably be accomplished without undue effort or expense or is consistent with those delivered otherwise impracticable by each Credit Party the time or times at and/or in the form or manner in which it would otherwise be required by this Agreement or the other Loan Documents and (B) Liens required to be granted from time to time pursuant to Section 7.1 on the Execution Date to, or as the Administrative Agentany other requirements of, the Collateral Agent or and Guarantee Requirement and the Required Lenders Security Documents shall have requested. If, subsequent be subject to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (exceptions and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as limitations set forth in the Collateral Security Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Sources: Credit Agreement (Barnes Group Inc)
Additional Security. Each Credit Party will cause, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the The Company shall promptly procure that (a) on acquiring (and in any event within three (345 days of such acquisition) Business Days after any Responsible Officer asset of material value, or material to the operation of the business of any Credit Party acquires knowledge Obligor or to the value of any other asset over which the Banks have security, the Obligor acquiring such asset shall (if such asset is not, in the reasonable opinion of the sameSecurity Agent, subject to any existing Security Document giving equivalent security to that provided by the Security Documents over similar assets held by any Obligor at Closing and (subject to sub-paragraph (iii) notify below) it is legal, practical and (in the Collateral Agent opinion of the same. Each Facility Agent, acting reasonably and having regard to the value of the Credit Parties shall adhere asset or its materiality to the covenants regarding operation of the location business of personal property such Obligor) cost effective to do so) execute and deliver to the Security Agent such further or additional Security Documents in relation to such assets as set forth the Majority Banks may require in substantially the same terms as the Security Documents charging similar assets entered into at Closing, and (b) if there has, in the Collateral Documents. Ifreasonable opinion of the Majority Banks, subsequent been a material and adverse change in the business, assets or financial condition of any Obligor, such Obligor shall execute and deliver to the Execution DateSecurity Agent such further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed subject in each case to any Credit Party provisions of law prohibiting such person from entering into such Security Documents provided that may notwithstanding the foregoing (y) only the Company shall be sold liable for its obligations under this Agreement and nothing herein shall oblige an Obligor to guarantee or otherwise disposed act as a guarantor for any obligation of without the Company under this Agreement and (iz) infringing nothing herein shall oblige the rights Company to pledge (as determined by applicable law) more than 66.6% of such licensor, its interest in the voting share capital in any of its Immediate Subsidiaries.
(ii) violating The Company shall procure that any contract with entity which becomes a Material Group Member after Closing shall (within 45 days of becoming a Material Group Member) execute and deliver to the Security Agent such licensor, further or additional Security Documents in such form and in relation to such of its assets as the Majority Banks shall require subject to any provision of law prohibiting such person from entering into such Security Documents.
(iii) incurring Where any liability such prohibition as is referred to above exists, the Obligors shall use their reasonable endeavours lawfully to overcome the prohibition, and the Security Agent may (but shall not be obliged to) agree with respect to payment the relevant Obligor limitations on the extent of royalties other than royalties incurred pursuant the security granted by it to the sale extent that in its opinion, based on the advice of independent legal counsel acceptable to the Security Agent in the relevant jurisdiction, it is necessary to do so in order to overcome the prohibition.
(iv) The Obligors shall at their own expense execute and do all such Inventory under assurances, acts and things as the current licensing agreementSecurity Agent or the Majority Banks may reasonably require for perfecting or protecting the security intended to be afforded by the Security Documents or for facilitating the realisation of all or any part of the assets which are subject to the Security Documents and the exercise of all powers, then authorities and discretion's vested in the Security Agent or in any receiver of all or any part of those assets and in particular shall execute all transfers, conveyances, assignments and releases of that property whether to the Security Agent or to its nominees and give all notices, orders and directions which the Security Agent may reasonably think expedient.
(v) The Company shall provide an annex with procure that in relation to each Borrowing Base Certificate delivered further or additional Security Document the relevant Borrower or Guarantor shall do all things necessary duly to perfect in the jurisdiction of its incorporation and in the jurisdiction wherein the assets which are the subject of the further or additional Security Documents are located, the security to be afforded to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that Finance Parties under such property is acquired, notifying the Administrative Agent of such acquisition, which annex further or additional Security Documents and shall specify reasonable detail (including the location, title, patent number(s) and issue date) as deliver to the property so acquired Security Agent such directors and shareholders resolutions, legal opinions, notices, certificates or documents of title or other items as the intellectual property rights licensed to the Credit Party in connection therewithFacility Agent shall require.
Appears in 1 contract
Additional Security. Each Credit Party will cause, (i) each parcel of its owned Real Property acquired after the Effective Date having a fair market value of $25,000,000 or more (except any such parcel as to which the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent, without any requirement for Lender consent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Collateral Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”); provided that no Credit Party will be required to provide control agreements or any other means of perfection by control with respect to Collateral constituting deposit accounts, securities accounts or uncertificated securities unless pursuant to paragraph (f) or (g) of this Section 8.10. In furtherance of the foregoing terms of this paragraph subparagraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Administrative Agent for the benefit of the Secured Parties (subject only to Permitted Liens)Parties, then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) 60 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 60 days up to a maximum of ninety (90) 90 days;
(iii) within sixty (60) 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 60 days up to a maximum of ninety (90) 90 days;
(iv) within sixty (60) 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 60 days up to a maximum of ninety (90) 90 days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Effective Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Effective Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Sources: Loan Agreement (B/E Aerospace Inc)
Additional Security. Each Credit Party will cause, (i) each parcel of owned Real Property acquired after the Closing Date having a fair market value of $15,000,000 or more (except any such parcel as to which the costs of providing a Mortgage are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Collateral Agent or the Required Lenders in their sole reasonable discretion, discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph subparagraph (dc), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties (subject only to Permitted Liens)Parties, then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 45 days up to a maximum of ninety (90) 90 days;
(iii) within sixty (60) 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 45 days up to a maximum of ninety (90) 90 days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Closing Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Sources: Credit Agreement (Be Aerospace Inc)
Additional Security. Each Credit Party (a) If the Funded Debt to EBITDA Ratio shall at any time exceed 2.50 to 1.00 for two consecutive fiscal quarters of F.Y.I., F.Y.I. shall, and shall cause each of its Subsidiaries other than Nonmaterial Subsidiaries (subject to Section 5.4(b)) to, within ten Business Days thereafter, grant or cause to be granted to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority Lien in all Property of F.Y.I. and such Subsidiaries (other than immaterial Properties in which Administrative Agent has agreed it will causenot require a Lien) in which a Lien was not previously granted in accordance with Section 5.1 or 5.3 , upon which Liens shall be granted pursuant to such Security Documents in form and substance satisfactory to the occurrence Administrative Agent as the Administrative Agent may request from time to time. Without limiting the generality of the foregoing, if the Funded Debt to EBITDA Ratio shall at any time exceed 2.50 to 1.00 for two consecutive fiscal quarters of F.Y.I., F.Y.I. shall, and shall cause each of its Subsidiaries other than Nonmaterial Subsidiaries (subject to Section 5.4(b)) to, within ten Business Days thereafter and contemporaneously with the acquisition of any fee real Property or the execution of any lease of real Property concurrently therewith or thereafter execute, acknowledge and deliver to the Administrative Agent a Mortgage or an Event of Defaultamendment or modification to an existing Mortgage covering (i) all fee real Property then owned or then being or thereafter acquired, all other assets and properties respectively, F.Y.I. or any of such Credit Party Subsidiaries and (ii) all of F.Y.I.'s or any of such Subsidiaries' rights and interests as are not covered by lessee, in, to and under each real estate lease then in existence or then being or thereafter entered into, respectively, together with evidence reasonably satisfactory to the original Collateral Documents Administrative Agent and as may be its counsel, including, without limitation, if requested by the Administrative Agent or the Required Lenders in their sole reasonable discretionAgent, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case a commitment for a mortgagee policy of owned Real Property, title insured, Liens insurance in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject in form and substance reasonably satisfactory to the Administrative Agent, that the Mortgage creates a perfected valid, first priority deed of trust Lien on the fee estate or mortgage lien leasehold estate, as the case may be, in favor of the Collateral Administrative Agent for the benefit of the Secured Parties Administrative Agent and the Lenders (subject only to except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent), then following together with appraisals and surveys if requested by the occurrence Administrative Agent; provided, however, that (A) with respect to any fee real Property having a fair market value of less than $200,000, F.Y.I. and such Subsidiaries shall not be required to execute, acknowledge or deliver such Mortgage or amendment or modification to an Event existing Mortgage unless or until fee real Property or Properties having an aggregate fair market value of Default which is continuing$200,000 or more would be covered by any such Mortgage or amendment or modification to an existing Mortgage and, until such time, shall not be required to deliver such mortgagee policy of title insurance or such appraisals (unless required by laws or regulations applicable to any Lender) or surveys with respect to such Properties or waivers of landlord liens or landlord agreements referred to herein and (B) with respect to any lease of real Property, F.Y.I. and such Subsidiaries shall not be required to execute, acknowledge or deliver such Mortgage or amendment or modification to an existing Mortgage if the tangible Property of F.Y.I. and/or its Subsidiaries located and to be located thereon does not exceed $500,000 in aggregate fair market value. Following the date of each such acquisition of Property, if requested by the Administrative Agent or the Required Lenders in their sole discretionLenders, such Credit Party F.Y.I. shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, and shall cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect an interest in such Properties to, (A) deliver or cause to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and, a mortgagee policy of title insurance insuring the Liens of the Mortgage covering such fee real Property in an amount reasonably satisfactory to the Administrative Agent on standard form policies (except for Permitted Liens, if any, which are expressly permitted by the Loan Documents to have priority over the Liens in favor of the Administrative Agent) and (B) provide the Administrative Agent with a current environmental assessment of such Property in form and substance reasonably satisfactory to the Administrative Agent. In addition, with respect to each such leasehold estate, F.Y.I. shall, and shall cause each of its Subsidiaries to, use its best reasonable efforts to obtain either (1) waivers of landlord's Liens from each lessor or (2) landlord agreements from each lessor, in form and substance reasonably satisfactory to the Administrative Agent.
(vib) deliver such proof of organizational authorityNotwithstanding anything to the contrary contained in Section 5.4(a), incumbency of officersin the event that additional security is required to be granted in accordance with Section 5.4(a), opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date one or more Nonmaterial Subsidiaries (as the Administrative Agent, the Collateral Agent or the Required Lenders may request) shall have requested. If, subsequent be required to grant Liens in accordance with Section 5.4(a) as if such Nonmaterial Subsidiaries were Material Subsidiaries if and to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required extent necessary to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory ensure that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights aggregate total assets of all Nonmaterial Subsidiaries that have not granted such licensorLiens does not exceed five percent of the total assets of F.Y.I. and its Subsidiaries on a consolidated basis, (ii) violating any contract with the aggregate net worth of all Nonmaterial Subsidiaries that have not granted such licensorLiens does not exceed five percent of the total net worth of F.Y.I. and its Subsidiaries on a consolidated basis, or and (iii) incurring any liability with respect to payment the aggregate revenues of royalties other than royalties incurred pursuant to all Nonmaterial Subsidiaries that have not granted such Liens does not exceed five percent of the sale revenues of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) F.Y.I. and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithits Subsidiaries on a consolidated basis.
Appears in 1 contract
Sources: Credit Agreement (Fyi Inc)
Additional Security. Each If any Credit Party at any time acquires, owns or holds an interest in any personal property of a type included in the Collateral that is not at the time included in the Collateral, the Borrower will cause, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by promptly notify the Administrative Agent in writing of such event, identifying the property or the Required Lenders interests in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant question and referring specifically to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as rights of the Administrative Agent shall request in its sole reasonable discretion (collectivelyand the Lenders under this Section, and the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d)Credit Party will, upon the acquisition of any owned Real Property referred or will cause such Subsidiary to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of grant to the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties Creditors a Lien on such personal property no later than fifty (subject only to Permitted Liens), then 50) days following the occurrence last day of an Event the PAC REIT’s fiscal quarter during which such Credit Party has acquired or otherwise becomes the holder or owner of Default such personal property, or in the case of any Subsidiary that first becomes a Subsidiary Guarantor after the Closing Date pursuant to Section 6.09, also on the date that such Subsidiary becomes a Subsidiary Guarantor (each such date, the “Required Collateral Delivery Date”) (which is continuingin the case of (i) Equity Interests of a Real Estate Subsidiary owned by the Borrower or any other Subsidiary shall consist of a Lien on the maximum available percentage of such Equity Interests that can be pledged, if requested by taking into consideration the terms of any Property Senior Loan Documents into which such Real Estate Subsidiary intends to enter within 30 days (or such longer period as the Administrative Agent or may agree) of such Required Collateral Delivery Date), but not less than a pledge of 49% of such the Required Lenders in their sole discretionEquity Interests issued by such Real Estate Subsidiary, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after Equity Interests of any Subsidiary that is not a Real Estate Subsidiary owned by the Borrower or any other Subsidiary shall consist of a Lien on 100% of such acquisitionEquity Interests, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisitionMezzanine Loan Documentation or Notes Receivable Documentation shall consist of a Collateral Assignment of Loan Documents, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable unless in the opinion case of the Administrative Agent to vest in the Collateral Agent each of clauses (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Propertyi), enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii), the Administrative Agent has waived in writing such requirement for a Lien with respect to any individual properties of the types described in the immediately preceding clauses (i) above and as through (iii)), pursuant to the terms of such security agreements, pledge agreements, assignments, Collateral Assignments of Loan Documents, Buy-Sell Agreements, or other matters documents as the Administrative Agent may reasonably request; provided that deems appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent maysuch opinions of local counsel, in its reasonable discretionorganizational documents, without any requirement for Lender consentgood standing certificates, extend such time period from sixty corporate resolutions, searches (60) days up including UCC, tax lien, litigation, judgment and bankruptcy searches), loan documents, a Perfection Certificate, all Collateral items required to a maximum of ninety (90) days;
(v) be physically delivered to the Administrative Agent thereunder, and other related documents as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of may be reasonably requested by the Administrative Agent in its sole discretionconnection with the execution, to the Collateral Agent with respect to delivery and recording of any such owned Real Property title reportsAdditional Security Document or joinder, surveys and engineering, soils and other reports, and environmental assessment reports, each all of which documents shall be in scope, form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, provided, however, that the provisions of this Section 6.10(a) shall not apply to (x) any Equity Interests in New Market-▇▇▇▇▇▇▇▇ owned by the extent that any Credit Party PAC REIT or any of its Subsidiaries shall have otherwise received Subsidiaries, any Real Property of New Market-▇▇▇▇▇▇▇▇, and any personal property and assets of New Market-Anderson, in each case, so long as the ▇▇▇▇▇▇▇▇ Interim Loan Agreement is in effect; provided that upon termination of the foregoing items with respect to such owned Real Property▇▇▇▇▇▇▇▇ Interim Loan Agreement, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vithis Section 6.10(a) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as apply to the property so acquired and the intellectual property rights licensed referenced in this sentence to the Credit Party extent it would otherwise apply, (y) any Equity Interests in connection therewithany Subsidiary that has been formed for a potential transaction but which does not yet own or hold any interest in any Real Property or personal property; provided that upon such a Subsidiary owning or holding an interest in any Real Property or personal property, this Section 6.10(a) shall apply, and (z) any Equity Interests in any Subsidiary whose assets consist solely of Equity Interests in another Subsidiary. This Section shall also be subject to the last sentence of Section 6.09, as applicable.
Appears in 1 contract
Sources: Credit Agreement (Preferred Apartment Communities Inc)
Additional Security. Each (i) Subject to subpartclause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the time included in the Collateral and subject to a Mortgage, the Parent Borrower will causepromptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the occurrence request of an Event of Defaultthe Administrative Agent and/or the Collateral Agent, all other assets and properties of such the Credit Party will, or will cause such Subsidiary to, within ninety (90) days (or such longer period as are not covered by the original Collateral Documents and as Administrative Agent may be requested agree in its reasonable discretion), following request by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of and/or the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject (I) grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only Creditors a Lien on such Real Property or such personal property pursuant to Permitted Liens)the terms of such security agreements, then following the occurrence of an Event of Default which is continuingassignments, if requested by Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, as amended, restated, supplemented or otherwise modified from time to time, the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i“Additional Security Documents”) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the agentAdministrative Agent or the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid valid, perfected and subsisting enforceable Liens on such owned Real Propertyproperty and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable against all third parties; provided (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent mayand the Collateral Agent such opinions of counsel (including local counsel), corporate resolutions, a counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in its reasonable discretionconnection with the execution, without delivery and recording of any requirement for Lender consentsuch Additional Security Document or joinder, extend such time period from sixty (60) days up all of which documents shall be in form and substance reasonably satisfactory to a maximum of ninety (90) days;the Administrative Agent and/or Collateral Agent.
(ivii) Subject to sub-clause (b) below, after the ClosingThird Amendment Effective Date, upon (i) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (in each case, other than an Excluded Subsidiary) of the Parent Borrower, (ii) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (iii) the designation of any existing direct or indirect wholly-owned Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary: (x) within sixty (60) days after such formation, acquisition, deliver to the Administrative Agentcessation or designation, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to or such other matters longer period as the Administrative Agent may reasonably request; provided that the Administrative Agent may, agree in writing in its reasonable discretion), without (I) cause each such Subsidiary other than any requirement for Lender consent, extend such time period from sixty (60) days up Excluded Subsidiary to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of duly execute and deliver to the Administrative Agent in its sole discretion, to or the Collateral Agent with respect (as appropriate) (x) joinders to such owned Real Property title reportsthe applicable Security Documents and/or (y) Additional Security Documents, surveys and engineeringin each case, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative AgentAgent (consistent with the Security Documents in effect on the Closing Date), providedin each case granting first-priority Liens (subject to Permitted Liens) required by this Section 6.10 and (II) take and cause such Restricted Subsidiary that is required to become a Subsidiary Guarantor to take whatever action (including the recording of Mortgages, however, that the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent that any Credit Party or any of its Subsidiaries shall have required by the Loan Documents, and to otherwise received any of comply with the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to requirements in this Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent 6.10 or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Security Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Additional Security. Each Credit Party will cause, (i) each parcel of owned Real Property having a fair market value of $7,500,000 or more (except any such parcel as to which the costs of providing a mortgage or deed of trust are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Collateral Agent or the Required Lenders in their sole reasonable discretion, discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Collateral Agent shall request in its sole reasonable discretion (collectively, the “"Additional Collateral Documents”"). In furtherance of the foregoing terms of this paragraph clause (dc), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties (subject only to Permitted Liens)Parties, then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s 's expense:
(i) within thirty (30) 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 45 days up to a maximum of ninety (90) 90 days;
(iii) within sixty (60) 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) 45 days up to a maximum of ninety (90) 90 days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Amendment Effective Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Amendment Effective Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Sources: Credit Agreement (Be Aerospace Inc)
Additional Security. Each (i) With respect to any Material Real Property Assets (other than Leaseholds, easements and rights-of-way), (ii) any Existing Leasehold Mortgaged Property and (iii) any part of the Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clauses (i) and (ii) (1) owned, or in the case of the Existing Leasehold Mortgaged Property, leased by any Credit Party will causeon the Closing Date, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party Party, as are not covered by the original Collateral Documents and case may be, with respect thereto shall, within 120 days of the date of the Closing Date or such later date as may be requested agreed to by the Administrative Collateral Agent or (and in any event within 360 days of the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority Closing Date (subject only to Permitted Liens), perfected andor, in the case of owned Real PropertyProperty Assets constituting part of the Grand Mesa Pipeline or the Delaware Pipeline, title insured180 days after the Closing Date)) or (2) acquired by any Credit Party after the Closing Date, Liens such Credit Party, as the case may be, shall, within 120 days of the acquisition thereof or such later date as may be agreed to by the Collateral Agent (and in any event within 180 days of the acquisition thereof), deliver to the Collateral Agent for the ratable benefit of the Secured Parties the following:
(A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent pursuant to the Collateral Documents or covering such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Material Real Property referred to in the preceding paragraph Asset, duly executed by any such Credit Party, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage or Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby;
(B) if such owned Material Real PropertyProperty Asset has a Designated Value of $7,500,000 or more, in the judgment a policy or policies or marked-up unconditional binder of the Administrative Agenttitle insurance, shall not already be subject to a perfected first priority deed of trust or mortgage lien as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title, as applicable, to each such Material Real Property Asset and insuring the Lien of such Mortgage or Leasehold Mortgage as a valid Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modifications, coinsurance and reinsurance as shall be reasonably required;
(C) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, such surveys (or any updates or affidavits that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements and title policy modifications;
(D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Mortgage or Leasehold Mortgage and such other customary matters as are incidental thereto;
(E) if such Material Real Property Asset has a Designated Value of $7,500,000 or more, with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and
(F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and Leasehold Mortgages and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing.
(ii) With respect to any Material Real Property Asset consisting of Leaseholds, easements or rights of-way, including Material Real Property Assets that are Leaseholds, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than the Existing Leasehold Mortgaged Properties and any fee owned Material Real Property Asset), (a) held by any Credit Party on the Closing Date or (b) acquired by any Credit Party after the Closing Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 180 days of the Closing Date or the date of acquisition thereof or, with respect to any such Material Real Property Asset (such Material Real Property Assets, “Other Specified Property”), or with respect to any such Other Specified Property other than Real Property Assets constituting a part of the Grand Mesa Pipeline or the Delaware Pipeline, or such later date as may be agreed to by the Collateral Agent (provided that the Collateral Agent may not extend such deadline to a date later than 360 days after the Closing Date or 180 days after the date of acquisition thereof, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties Parties, the following:
(A) a fully executed counterpart of a Leasehold Mortgage, duly executed by a Credit Party that is the lessee, owner or holder of such Material Real Property Asset, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected Lien, subject only to Permitted Liens, against the properties purported to be covered thereby;
(B) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), then following policy or policies or marked-up unconditional binder of title insurance, as applicable, in favor of the occurrence Collateral Agent and its successors and/or assigns, in an amount not less than the fair market value of an Event of Default which is continuingsuch Material Real Property Asset and in the form necessary, if requested paid for by the Administrative Agent such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title or leasehold title to such Material Real Property Asset and insuring the Required Lenders Lien of such Leasehold Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required;
(C) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), such surveys (or any updates or affidavits that the title insurance company may reasonably require in their sole discretionconnection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications;
(D) local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party shallof such Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Leasehold Mortgage and such other customary matters as are incidental thereto;
(E) if such Material Real Property Asset has a Designated Value of $15,000,000 or more (or $7,500,000 or more if there are improvements (other than pipelines) to such Material Real Property Asset), at with respect to such Material Real Property Asset, evidence such Material Real Property Asset, and the Company’s expense:uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and
(F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Leasehold Mortgage and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this Section 8.10(d)(ii) will not be required with respect to (i) within thirty (30) days after any such acquisitionOther Specified Property, furnish to the Administrative Agent a description extent the cost of providing such items would exceed 1% of the owned Real Designated Value of such Other Specified Property so acquired in detail satisfactory to the Administrative Agent;
or (ii) within sixty any such Other Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the final paragraph of this Section 8.10(d)(ii) shall not apply. The requirements of this Section 8.10(d)(ii) with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (60A) days after such acquisition, cause through (F) of the applicable foregoing Section 8.10(d)(ii) shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which a Credit Party must use commercially reasonable efforts to duly execute provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Parent and deliver its Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well.
(iii) Notwithstanding the other provisions of this Section 8.10(d), the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable sole discretion, without determine that the burdens, costs or consequences of obtaining a Mortgage or Leasehold Mortgage on any requirement for Lender consentMaterial Real Property Asset, extend such time period from sixty all or any part of which contains a Building (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause as defined in the applicable Credit Party to take whatever action Flood Insurance Laws) or Manufactured (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documentsMobile) Home (as may be necessary or advisable defined in the opinion applicable Flood Insurance Law), are excessive in view of the Administrative Agent benefits to vest in be obtained by the Secured Parties. In the event that the Collateral Agent makes such a determination, the Mortgage or Leasehold Mortgage relating to such Material Real Property Asset may contain customary exclusionary provisions with respect to such Building or Manufactured (or in any representative of such Collateral Agent designated by itMobile) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver Home satisfactory to the Administrative Agent, upon the request of the Administrative Collateral Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
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Additional Security. Each Credit Party will cause, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority The Borrowers shall:
(subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then a) promptly following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shallLender’s request, at any time during the Company’s expenseWaiver Period, procure that:
(i) within thirty (30) days after such acquisitionan Additional Owner executes or, furnish to as the Administrative Agent a description case may be, registers in favour of the owned Real Property so acquired in detail satisfactory to Lender as additional security for the Administrative Agent;
obligations of the Borrowers under this Agreement and the other Finance Documents a second priority or as the case may preferred mortgage (ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments a collateral deed of accession to covenants) over the Collateral Documents Additional Ship owned by it together with a second priority assignment of the earnings and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations insurances of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real PropertiesAdditional Ship; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;or
(iiiii) within sixty (60) days after such acquisition, cause if for any reason the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion registration of the Administrative Agent to vest second priority security specified in (a) above is not possible, an Approved Owner executes or, as the Collateral Agent (or case may be, registers in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request favour of the Administrative Agent in its sole discretion, a signed copy Lender as additional security for the obligations of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, Borrowers under this Agreement and the other Secured PartiesFinance Documents a second priority or, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent case may reasonably request; provided that be, preferred mortgage (and, if applicable, a collateral deed of covenants) over the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to Approved Ship owned by it together with a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request second priority assignment of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys earnings and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any insurances of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agentapplicable Additional Ship; and
(vib) if the Borrowers elect to exercise the Option:
(i) they shall deliver such proof to the Lender:
(A) on or prior to the date on which they exercise the Option the originals of organizational authority, incumbency of officers, opinions of counsel and any mandates or other documents required in connection with the opening or operation of the Deposit Account and a duly executed original of the Account Pledge relative to the Deposit Account together with documents equivalent to those referred to in paragraphs 3, 4 and of Schedule 2, Part A in connection with the execution of that Account Pledge by the Borrowers; and
(B) on or prior to the Delivery Date for the Collateral Ship documents equivalent to those referred to in paragraphs 2, 3, 4, 5 and 6 and of Schedule 2, Part B in connection with the delivery of the Collateral Ship to Iguana; and
(ii) procure that Iguana or, as is consistent with those delivered by each Credit Party pursuant to Section 7.1 the case may be, the Approved Manager executes or, as the case may be, registers in favour of the Lender on the Execution Delivery Date or of the Collateral Ship as security for the Administrative Agentobligations of the Borrowers under this Agreement and the other Finance Documents, the Collateral Agent or the Required Lenders shall have requested. IfMortgage and a General Assignment, subsequent to the Execution Datean Approved Manager’s Undertaking and (if applicable) a Charter Assignment, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any each in respect of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithShip.
Appears in 1 contract
Additional Security. Each Credit Party will cause, upon Subject to subpart (b) below and to the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor provisions of the Collateral Agent pursuant to the Collateral Documents or such other security agreementsSecurity Agreement, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by if any Credit Party, if such owned following the Effective Date, acquires, owns or holds an interest in any Material Real Property, any dry dock or any personal property that is not at the time included in the judgment Collateral, the Borrowers will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 10 Business Days (or such longer period to which the Administrative Agent may agree in its sole discretion) following request by the Administrative Agent, shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Administrative Agent for the benefit of the Secured Parties Creditors a Lien on all such owned Material Real Property (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuingand, if requested by the Administrative Agent or the Required Lenders in their sole discretionAgent, shall use its best efforts to ▇▇▇▇▇ ▇ ▇▇▇▇ on any leased Material Real Property), such dry dock or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Agents deem appropriate (collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrowers or such other Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish shall cause to be delivered to the Administrative Agent such opinions of local counsel, corporate resolutions, a description Perfection Certificate, consents of landlords (if the owned Real Property so acquired same can be obtained through commercially reasonable efforts), Landlord’s Agreements (if the same can be obtained through commercially reasonable efforts) and other related documents as may be reasonably requested by the Administrative Agent in detail connection with the execution, delivery and recording of any such Additional Security Documents or joinder, all of which documents shall be in form and substance reasonably satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Additional Security. Each (i) With respect to (i) any fee owned Material Real Property Assets and (ii) any part of the Grand Mesa Pipeline or the Delaware Pipeline that is a Material Real Property Asset of the type described in the preceding clause (i) in each case, (1) owned by any Credit Party will causeon the Fifth Amendment Effective Date, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party Party, as are not covered by the original Collateral Documents and case may be, with respect thereto shall, within 270 days of the date of the Fifth Amendment Effective Date or such later date as may be requested agreed to by the Administrative Collateral Agent (and in any event within 365 days of the Fifth Amendment Effective Date) or (2) acquired by any Credit Party after the Required Lenders Fifth Amendment Effective Date, such Credit Party, as the case may be, shall, within 270 days of the acquisition thereof or such later date as may be agreed to by the Collateral Agent (and in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liensany event within 365 days of the acquisition thereof), perfected and, in deliver to the case Collateral Agent for the ratable benefit of owned Real Property, title insured, Liens the Secured Parties the following:
(A) a fully executed counterpart of a Mortgage or Leasehold Mortgage in favor of the Collateral Agent pursuant to the Collateral Documents or covering such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Material Real Property referred to in the preceding paragraph Asset, duly executed by any such Credit Party, together with satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and filings of such Mortgage or Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary fixture filings, as may be necessary to create a valid, perfected Lien, subject to Permitted Liens, against the properties purported to be covered thereby;
(B) if such owned Material Real PropertyProperty Asset has a Designated Value of $20,000,000 or more, in the judgment a policy or policies or marked-up unconditional binder of the Administrative Agenttitle insurance (or binding commitments thereof), shall not already be subject to a perfected first priority deed of trust or mortgage lien as applicable, in favor of the Collateral Agent and its successors and/or assigns, in an amount not less than the Designated Value of such Material Real Property Asset and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring fee simple title to each such Material Real Property Asset and insuring the Lien of such Mortgage or Leasehold Mortgage as a valid Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modifications, coinsurance and reinsurance as shall be reasonably required;
(C) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, such surveys (or any updates, affidavits or such other information or documents that the title insurance company may reasonably require in connection with the issuance of the title insurance policies), which are sufficient for the title insurance company to remove the standard survey exception and issue customary survey-related endorsements or title policy modifications;
(D) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Mortgage or Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Material Real Property Asset is located covering the enforceability of such Mortgage or Leasehold Mortgage and such other customary matters as are incidental thereto;
(E) if such Material Real Property Asset has a Designated Value of $20,000,000 or more, with respect to such Material Real Property Asset, evidence from within the past five (5) years that such Material Real Property Asset, and the uses of such Material Real Property Asset, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Material Real Property Asset, the permitted uses of each such Material Real Property Asset under such zoning designation and, if available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and
(F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to comply with the required deliverables set forth in paragraphs (B) through (E) above, and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and Leasehold Mortgages and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this paragraph will not be required with respect to any such Material Real Property Asset, to the extent the cost of providing such items would exceed 1.00% of the then Designated Value of such Material Real Property Asset.
(ii) With respect to any Material Real Property Asset consisting of Leaseholds, easements or rights of-way, including Material Real Property Assets that are Leaseholds, easements or rights-of-way constituting part of the Grand Mesa Pipeline or the Delaware Pipeline (in each case other than any fee owned Material Real Property Asset) (such Material Real Property Assets, “Other Specified Property”), (a) held by any Credit Party on the Fifth Amendment Effective Date or (b) acquired by any Credit Party after the Fifth Amendment Effective Date, such Credit Party, as the case may be, shall use commercially reasonable efforts (which, for the avoidance of doubt shall not require cash payments or other consideration aside from the payment or reimbursement of reasonable fees and expenses in connection with the preparation and recording of the documentation related to such Other Specified Collateral Deliverables) to deliver, within 270 days of the Fifth Amendment Effective Date or 120 days from the date of acquisition thereof or such later date as may be agreed to by the Collateral Agent (provided that such deadline may not be extended to a date later than 365 days after the Fifth Amendment Effective Date or the acquisition date, as applicable), to the Collateral Agent for the ratable benefit of the Secured Parties Parties, the following:
(A) a fully executed counterpart of a Leasehold Mortgage, duly executed by a Credit Party that is the lessee, owner or holder of such Other Specified Property, satisfactory evidence of the completion (or satisfactory arrangements for the completion) of all recordings and necessary filings of such Leasehold Mortgage (and payment of any taxes or fees in connection therewith), together with any necessary consents, memoranda of lease and fixture filings, as may be necessary to create a valid, perfected Lien, subject only to Permitted Liens, against the properties purported to be covered thereby;
(B) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way policy or policies or marked-up unconditional binder of title insurance (or binding commitments thereof), then following as applicable, in favor of the occurrence Collateral Agent and its successors and/or assigns, in an amount not less than the Designated Value of such Other Specified Property and in the form necessary, paid for by the such Credit Party, issued by a nationally recognized title insurance company insuring leasehold title to such Material Real Property Asset and insuring the Lien of such Leasehold Mortgage as a valid first priority Lien (subject to Permitted Liens) on the applicable real property described therein, together with such endorsements, title policy modification, coinsurance and reinsurance as shall be reasonably required;
(C) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an Event easement or right-of-way such surveys (or any updates, affidavits or such other information or documents that the title insurance company may reasonably require in connection with the issuance of Default the title insurance policies), which are sufficient for the title insurance company to remove or modify the standard survey exception and issue customary survey-related endorsements or title policy modifications;
(D) if such Other Specified Property has a Designated Value of $20,000,000 or more and is continuingnot an easement or right-of-way, local counsel opinions (i) as to the due authorization, execution and delivery by such Credit Party of such Leasehold Mortgage and such other customary matters that are incidental thereto and (ii) in jurisdictions where such Other Specified Property is located covering the enforceability of such Leasehold Mortgage and such other customary matters as are incidental thereto;
(E) if such Other Specified Property has a Designated Value of $20,000,000 or more and is not an easement or right-of-way, with respect to such Other Specified Property, evidence from within the past five (5) years that such Other Specified Property, and the uses of such Other Specified Property, are in compliance in all material respects with all applicable zoning laws (the evidence submitted as to which should include the zoning designation made for such Other Specified Property, the permitted uses of each such Other Specified Property under such zoning designation and, if requested available, zoning requirements as to parking, lot size, ingress, egress and building setbacks); and
(F) such affidavits, certificates, instruments of indemnification and other items as shall be reasonably required to comply with the required deliverables set forth in paragraphs (B) through (E) above and evidence of payment by any Credit Party, as applicable, of all search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Leasehold Mortgage and the issuance of the title insurance policies, in each case to the extent required pursuant to the foregoing; provided that, notwithstanding the foregoing, the requirements of paragraphs (B), (C), (E) and (F) of this Section 8.10(d)(ii) will not be required with respect to (i) any such Other Specified Property, to the extent the cost of providing such items would exceed 1% of the Designated Value of such Other Specified Property or (ii) any such Other Specified Property that is comprised solely of easements or rights-of-way. Notwithstanding anything herein to the contrary, for purposes of the determination of Designated Value pursuant to the preceding proviso, the final paragraph of this Section 8.10(d)(ii) shall not apply. The requirements of this Section 8.10(d)(ii) with respect to the Other Specified Property shall be referred to as the “Other Specified Collateral Requirements”, and the items described in items (A) through (F) of the foregoing Section 8.10(d)(ii) shall be referred to as the “Other Specified Collateral Deliverables”. Solely for purposes of determining the Designated Value of any Real Property Assets with respect to which a Credit Party must use commercially reasonable efforts to provide the Other Specified Collateral Requirements, if any Real Property Asset constitutes, with one or more Real Property Assets, any pipeline, facility, terminal, injection well or disposal well of the Parent and its Restricted Subsidiaries, the Designated Value of such Real Property Asset shall be deemed to be the sum of the Designated Values of all such Real Property Assets forming such pipeline, facility, terminal, injection well or disposal well.
(iii) Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property after the Closing Date until the date that is the later of (1) (a) if such Mortgaged Property relates to a property not located in a “special flood hazard area”, ten (10) Business Days or (b) if such Mortgaged Property relates to a property located in a “special flood hazard area”, thirty (30) days, after the Required Administrative Agent has delivered to the Lenders the following documents in their respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Credit Parties of that fact and (if applicable) notification to the applicable Credit Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Credit Parties of such notice; and (iii) if required by Flood Insurance Laws, evidence of required flood insurance and (2) the timing specified in Section 8.10(d)(i) and (ii) above.
(iv) Notwithstanding the other provisions of this Section 8.10(d), the Collateral Agent and the Secured Parties may, in its sole discretion, determine that the burdens, costs or consequences of obtaining a Mortgage or Leasehold Mortgage on any Material Real Property Asset, all or any part of which contains a Building (as defined in the applicable Flood Insurance Laws) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Law), are excessive in view of the benefits to be obtained by the Secured Parties. In the event that the Collateral Agent and the Secured Parties makes such Credit Party shalla determination, at the Company’s expense:Mortgage or Leasehold Mortgage relating to such Material Real Property Asset will contain customary exclusionary provisions with respect to such Building or Manufactured (Mobile) Home satisfactory to the Collateral Agent in its sole discretion. The exclusionary provisions included in each Mortgage or Leasehold Mortgage in effect as of the Fifth Amendment Effective Date will be included in the case of (a) any amendment, restatement, supplement or modification to a Mortgage or Leasehold Mortgage existing as of the Fifth Amendment Effective Date and (b) any new Mortgage or Leasehold Mortgage entered into after the Fifth Amendment Effective Date.
(iv) within Notwithstanding the foregoing, no M▇▇▇ Event may be closed until the date that is (a) if there are no Mortgaged Properties in a “special flood hazard area”, ten (10) Business Days or (b) if there are any Mortgaged Properties in a “special flood hazard area”, thirty (30) days (in each case, the “Notice Period”), after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory has delivered to the Administrative Agent;
Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) within sixty if such real property is located in a “special flood hazard area”, (60A) days after such acquisition, cause a notification to the applicable Credit Party to duly execute Parties of that fact and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, (if applicable, flood insurance, instruments of accession ) notification to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under Parties that flood insurance coverage is not available and (B) evidence of the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause receipt by the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative Parties of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third partiesnotice; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as if required by Flood Insurance Laws, evidence of required flood insurance; provided that any such M▇▇▇ Event may be closed prior to such other matters as the Notice Period if the Administrative Agent may reasonably request; provided shall have received confirmation from each applicable Lender that the Administrative Agent may, in such Lender has completed any necessary flood insurance due diligence to its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithsatisfaction.
Appears in 1 contract
Additional Security. Each Credit Subject to Section 6.12(c), each Loan Party will cause, upon the occurrence and will cause each of an Event of Default, its Wholly Owned Subsidiaries (other than Excluded Subsidiaries) to cause all other assets and properties of such Credit Loan Party as and its Wholly Owned Subsidiaries (other than any Excluded Subsidiaries) that are of a type constituting or intended to constitute Collateral but are not covered by the original Collateral Documents and as may be reasonably requested by the Administrative Collateral Agent or the Required Lenders in their sole reasonable discretion, discretion to be subject at all times to first priority, or second priority to the extent relating to ABL Priority Collateral, perfected Liens (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens ) in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages agreements or similar collateral documents as the Administrative Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph clause (db), upon the acquisition of any owned Real Property property (other than Excluded Property) referred to in the preceding paragraph by any Credit PartyLoan Party after the Effective Date, if such owned Real Propertyproperty, in the judgment of the Administrative Collateral Agent, shall not already be subject to a perfected first priority, or second priority deed of trust or mortgage lien to the extent relating to ABL Priority Collateral, Lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens)Parties, then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party Borrower shall, at the CompanyBorrower’s reasonable expense:
(i) within thirty (30) 20 days after such acquisition, furnish to the Administrative Collateral Agent a description of the owned Real Property property so acquired in detail reasonably satisfactory to the Administrative Agent;
(ii) within sixty (60) 45 days after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreementssimilar agreements (including Intellectual Property Security Agreements), as specified by and in form and substance reasonably satisfactory to the Administrative Collateral Agent, securing payment of all the Finance Obligations of the applicable Credit Loan Party under the Agreement Finance Documents and constituting Liens on all such owned Real Properties; provided properties that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) daysare Collateral;
(iii) within sixty (60) 45 days after such acquisition, cause the applicable Credit Loan Party to take whatever action (including the recording filing of mortgagesUniform Commercial Code financing statements, the filing of UCC financing statements, Intellectual Property Security Agreements and the giving of notices and the endorsement of notices on title documents) as may be reasonably necessary or advisable in the reasonable opinion of the Administrative Collateral Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Propertyproperty, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) 60 days after such acquisition, deliver to the Administrative Collateral Agent, upon the request of the Administrative Collateral Agent in its sole reasonable discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, Agent and the other Secured Parties, of counsel for the Credit Loan Parties acceptable to in the Administrative Agent jurisdiction where such Person is organized as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Collateral Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;and
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Loan Party pursuant to Section 7.1 4.01 on the Execution Effective Date or Section 4.02 on the Closing Date (or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have reasonably requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith).
Appears in 1 contract
Additional Security. Each Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property not (i) constituting Excluded Real Property or Excluded Collateral and (ii) at the time included in the Collateral and subject to a Mortgage, the Parent Borrower will causepromptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the occurrence request of an Event of Defaultthe Administrative Agent and/or the Collateral Agent, all other assets and properties of such the Credit Party will, or will cause such Subsidiary to, within ninety (90) days or such longer period as are not covered by the original Collateral Documents and as Administrative Agent may be requested agree, following request by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of and/or the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject (x) grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only Creditors a Lien on such Real Property or such personal property pursuant to Permitted Liens)the terms of such security agreements, then following the occurrence of an Event of Default which is continuingassignments, if requested by Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (collectively, the “Additional Security Documents”) or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver a joinder to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents each applicable existing Security Document and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60y) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action the agent reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid valid, perfected and subsisting enforceable Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agentproperty. Furthermore, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to Parent Borrower or such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect cause to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver Agent and the Collateral Agent such proof of organizational authority, incumbency of officers, opinions of counsel (including local counsel), corporate resolutions, a counterpart to the Intercompany Note and other related documents as is consistent with those delivered may be reasonably requested by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Agent and/or Collateral Agent or in connection with the Required Lenders shall have requested. Ifexecution, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (delivery and in any event within three (3) Business Days after any Responsible Officer recording of any Credit Party acquires knowledge such Additional Security Document or joinder, all of the same) notify the Collateral Agent of the same. Each of the Credit Parties which documents shall adhere to the covenants regarding the location of personal property as set forth be in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered form and substance reasonably satisfactory to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithand/or Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (PGT, Inc.)
Additional Security. Each Credit Party will cause, (i) each parcel of owned Real Property having a fair market value of $7,500,000 or more (except any such parcel as to which the costs of providing a mortgage or deed of trust are excessive in relation to the benefit afforded to the parties secured thereby, as determined in the reasonable discretion of the Administrative Agent) and all of its personal property and (ii) upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Collateral Agent or the Required Lenders in their sole reasonable discretion, discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, insured Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Collateral Agent shall request in its sole reasonable discretion (collectively, the “"Additional Collateral Documents”"). In furtherance of the foregoing terms of this paragraph clause (dc), upon the acquisition of any owned Real Property property referred to in the preceding paragraph by any Credit Party, if such owned Real Propertyproperty, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties (subject only to Permitted Liens)Parties, then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s 's expense:
(i) within thirty (30) 30 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) 45 days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Credit Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) daysproperties;
(iii) within sixty (60) 60 days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid and subsisting Liens on such owned Real Propertyproperty, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) 60 days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Propertyreal property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Closing Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Closing Date, a Credit Party shall acquire any intellectual property, securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Sources: Credit Agreement (Be Aerospace Inc)
Additional Security. Each If any Credit Party will cause, upon (i) acquires after the occurrence Closing Date a fee owned interest in any Real Property with a fair market value in excess of an Event of Default, $250,000 for any Real Property and $1,000,000 in the aggregate for all other assets and properties of such Credit Party as are fee owned Real Properties not covered by a Mortgage (in each case, with fair market value determined at the original Collateral Documents time of acquisition and agreed to by the Administrative Agent), or any personal property that is not at the time included in the Collateral, or (ii) acquires after the Closing Date a Leasehold interest in any Real Property (or amends, renews or otherwise modifies a Leasehold interest in any Real Property existing on the Closing Date as may be requested contemplated in Section 6.11) where the annual rental payments are in excess of $100,000 per year, for which a Mortgage on such Real Property is not prohibited and the mortgage of which does not require landlord consent, then, in each case, the Borrowers will promptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section, and the Credit Party will, or will cause such Subsidiary to, within 30 days following request by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph later date approved by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent), shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Administrative Agent for the benefit of the Secured Parties Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems appropriate (subject only collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, such Borrower or such other Credit Party shall cause to Permitted Liens)be delivered to the Administrative Agent such opinions of local counsel, then following the occurrence of an Event of Default which is continuingcorporate resolutions, if a Perfection Certificate and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or the Required Lenders in their sole discretionjoinder, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description all of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and which documents shall be in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Additional Security. Each Credit Party will cause, upon (a) ▇▇▇▇▇▇▇ agrees to cause each Domestic Subsidiary (other than Guardwell) to become a party to the occurrence of an Event of Default, Domestic Subsidiary Guaranty and the Domestic Security Agreement in accordance with the terms thereof;
(b) ▇▇▇▇▇▇▇ agrees to pledge (or to cause its Domestic Subsidiaries to pledge) all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Capital Securities of each new Domestic Subsidiary that is not an Immaterial Subsidiary and 65% (or such other percentage so that there could be no adverse tax consequence) of the Capital Securities of each first tier Foreign Subsidiary that is not an Immaterial Subsidiary established, acquired, created or otherwise in existence after the Closing Date to Collateral Agent for the benefit of the Secured Parties pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance terms of the foregoing terms of this paragraph Pledge Agreement promptly, and in any event, within ten (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment 10) days of the Administrative Agentcreation of such new Subsidiary;
(c) ▇▇▇▇▇▇▇ will, shall not already be subject and will cause each of its Domestic Subsidiaries to, take all necessary action, including (i) the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate to a perfected first priority deed of trust or mortgage lien in favor of grant the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Agreement a perfected Lien (subject only to Permitted Liens), then following ) in such Collateral pursuant to and to the occurrence of an Event of Default which is continuing, if requested full extent required by the Administrative Agent or the Required Lenders in their sole discretion, such Security Documents and this Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative AgentAgreement;
(iid) within sixty The security interests required to be granted pursuant to this SECTION 7.19 shall be granted pursuant to such security documentation (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver which shall be substantially similar to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to Security Documents already executed and delivered by ▇▇▇▇▇▇▇) (the Collateral Documents and other security and pledge agreements, as specified by and "Additional Security Documents") reasonably satisfactory in form and substance satisfactory to Agent and the Majority Lenders and shall constitute valid and enforceable first priority perfected security interests subject to no other Liens except Permitted Liens. The Additional Security Documents and other instruments related thereto shall be duly recorded or filed in such manner and in such places and at such times as are required by law to establish, perfect, preserve and protect the Liens, in favor of Collateral Agent for the benefit of the Lenders, required to be granted pursuant to the Administrative AgentAdditional Security Document and, securing payment of all taxes, duties, levies, imposes, deductions, assessments, charges, withholdings, fees and other charges payable in connection therewith shall be paid in full by ▇▇▇▇▇▇▇. At the Finance Obligations time of the applicable Credit Party under the Agreement execution and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion delivery of the Administrative Agent Additional Security Documents, ▇▇▇▇▇▇▇ shall cause to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver Agent such proof of organizational authority, incumbency of officersagreements, opinions of counsel and other related documents as is consistent with those delivered may be reasonably requested by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Majority Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory assure themselves that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewiththis SECTION 7.19 has been complied with.
Appears in 1 contract
Sources: Credit Agreement (Wellman Inc)
Additional Security. Each (i) Subject to clause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the time included in the Collateral, the Parent Borrower will causepromptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the occurrence request of an Event of Defaultthe Administrative Agent and/or the Collateral Agent, all other assets and properties of such the Credit Party will, or will cause such Subsidiary to, within ninety (90) days (or such longer period as are not covered by the original Collateral Documents and as Administrative Agent may be requested agree in its reasonable discretion), following request by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of and/or the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject (I) grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (subject only collectively, as amended, restated, supplemented or otherwise modified from time to Permitted Liens)time, then following the occurrence of an Event of Default which is continuing, if requested by “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid valid, perfected and subsisting enforceable Liens on such owned Real Propertyproperty and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against all third parties; provided that the Administrative Agent may, . All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, form and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, substance to the Collateral Agent with respect to such owned Real Property title reportsand the Parent Borrower and shall constitute valid, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that enforceable (except to the extent that any the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect cause to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver Agent and the Collateral Agent such proof of organizational authority, incumbency of officers, opinions of counsel (including local counsel), corporate resolutions, a counterpart to the Intercompany Note and other related documents as is consistent with those delivered may be reasonably requested by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Agent and/or Collateral Agent or in connection with the Required Lenders shall have requested. Ifexecution, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (delivery and in any event within three (3) Business Days after any Responsible Officer recording of any Credit Party acquires knowledge such Additional Security Document or joinder, all of the same) notify the Collateral Agent of the same. Each of the Credit Parties which documents shall adhere to the covenants regarding the location of personal property as set forth be in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered form and substance reasonably satisfactory to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithand/or Collateral Agent.
Appears in 1 contract
Additional Security. Each Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property with a fair market value in excess of $2.5 million for any Real Property not covered by a Mortgage (in each case, with fair market value as reasonably determined by the Borrower as of the later of the Closing Date of the date upon which such Real Property was acquired by such Credit Party and reasonably agreed to by the Administrative Agent), or any personal property that is not at the time included in the Collateral, the Borrower will causepromptly notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Administrative Agent and the Lenders under this Section 6.10, and, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject the Credit Party will, or will cause such Subsidiary to, within 90 days or such longer period as the Administrative Agent may agree, following request by the Administrative Agent, grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Administrative Agent for the benefit of the Secured Parties Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems appropriate (subject only collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to Permitted Liens)be delivered to the Administrative Agent such opinions of local counsel, then following the occurrence of an Event of Default which is continuingcorporate resolutions, if a Perfection Certificate and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or the Required Lenders joinder, all of which documents shall be in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail form and substance reasonably satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Additional Security. Each Credit Party (a) The Borrower will, and will causecause each of the Subsidiary Guarantors to, grant to the Lender from time to time security interests, mortgages and other Liens in and upon the occurrence such of an Event of Default, all other its assets and properties of such Credit Party as are not covered by the original Collateral Security Documents executed and delivered on the Closing Date or pursuant to Section 5.9, and as may be reasonably requested from time to time by the Administrative Agent or Lender. Such security interests and Liens shall be granted pursuant to documentation in form and substance reasonably satisfactory to the Required Lenders Lender and shall constitute valid and perfected security interests and Liens, subject to no Liens other than Permitted Liens.
(b) If for any reason and at any time a Subsidiary previously qualifying as an Immaterial Subsidiary no longer qualifies as an Immaterial Subsidiary, such Subsidiary will execute and deliver to the Lender within ten (10) Business Days after the first date such Subsidiary no longer qualifies as an Immaterial Subsidiary (A) a joinder to the Guaranty, pursuant to which such Subsidiary shall become a guarantor thereunder and shall guarantee the payment in their sole reasonable discretionfull of the Obligations of the Borrower under this Agreement and the other Credit Documents, (B) a joinder to be subject at all times the Pledge and Security Agreement, pursuant to which such Subsidiary shall become a party thereto and shall grant to the Lender a first priority (Lien upon and security interest in its accounts receivable, inventory, equipment, general intangibles and other property as collateral for its obligations under the Guaranty, subject only to Permitted Liens), perfected andand (C) any such other documents, certificates and opinions, in form and substance reasonably satisfactory to the case of owned Real PropertyLender, title insured, Liens as the Lender may reasonably request in connection therewith and will take such other action as the Lender may reasonably request to create in favor of the Collateral Agent Lender a perfected security interest in the collateral being pledged pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithdescribed above.
Appears in 1 contract
Additional Security. Each Credit Loan Party will cause, upon and will cause each of its Wholly-Owned Subsidiaries (other than (u) any Canadian Subsidiary with total assets less than $100,000, so long as such Canadian Subsidiary is not liable in respect of any Indebtedness of the occurrence Parent Borrower or any of its Restricted Subsidiaries, (v) a Domestic Subsidiary, (w) an Event of DefaultUnrestricted Subsidiary, (x) a Foreign Subsidiary that is not a Canadian Subsidiary, (y) an Immaterial Subsidiary or (z) Sacopan) to cause all other assets and properties of such Credit Party as the Parent Borrower and its Wholly-Owned Subsidiaries that are of a type constituting or intended to constitute Collateral but are not covered by the original Collateral Documents and as may be reasonably requested by the Administrative Collateral Agent or the Required Revolving Lenders in their sole reasonable discretion, discretion to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages agreements or similar collateral documents as the Administrative Collateral Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph clause (db), upon the acquisition of any owned Real Property property referred to in the preceding paragraph by any Credit Loan Party, if such owned Real Propertyproperty, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien security interest in favor of the Collateral Administrative Agent for the benefit of the Secured Parties (subject only to Permitted Liens)Parties, then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party Borrowers shall, at the Company’s Borrowers’ reasonable expense:
(i) within thirty (30) 20 days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property property so acquired in detail reasonably satisfactory to the Administrative Agent;
; 3616092.7 128 (ii) within sixty (60) 45 days after such acquisition, cause the applicable Credit Loan Party to duly execute and deliver to the Collateral Administrative Agent deeds of trust, trust deedshypothec, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge similar agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Loan Party under the Agreement Finance Documents and constituting Liens on all such owned Real Properties; provided properties that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) daysare Collateral;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Additional Security. Each Subject to subpart (b) below, if any Domestic Credit Party acquires, owns or holds an interest in any Real Property with a fair market value in excess of $5,000,000 for any Real Property, the Borrower will cause, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by promptly notify the Administrative Agent or in writing of such event, identifying the Required Lenders property in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant question and referring specifically to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as rights of the Administrative Agent shall and the Lenders under this Section, and the Domestic Credit Party will, or will cause such Subsidiary to, within 60 days following written request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Administrative Agent for the benefit of the Secured Parties Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent deems reasonably appropriate (subject only collectively, the “Additional Security Documents”). Furthermore, the Borrower or such other Domestic Credit Party shall cause to Permitted Liens)be delivered to the Administrative Agent such opinions of local counsel, then following the occurrence of an Event of Default which is continuingcorporate resolutions, if a Perfection Certificate, and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or the Required Lenders joinder, all of which documents shall be in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail form and substance reasonably satisfactory to the Administrative Agent;
. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Domestic Credit Party after the Closing Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) within sixty if such real property is located in a “special flood hazard area”, (60A) days after such acquisition, cause a notification to the Borrower (or applicable Domestic Credit Party) of that fact and (if applicable) notification to the Borrower (or applicable Domestic Credit Party) that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower (or applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60Party) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third partiesnotice; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above if such notice is required to be provided to the Borrower (or applicable Credit Party) and as to flood insurance is available in the community in which such other matters as real property is located, evidence of required flood insurance and (2) the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period shall have received written confirmation from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request each of the Administrative Agent in its sole discretion, to Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Collateral Agent with respect to Lenders (such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required written confirmation not to be delivered to the Collateral Agent as Collateral hereunder unreasonably conditioned, withheld or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithdelayed).
Appears in 1 contract
Additional Security. Each Subject to subpart (b) below, if any Credit Party acquires, owns or holds an interest in any fee-owned Real Property with a purchase price (in the case of after acquired real property) or fair market value (with fair market value as reasonably determined by the Parent Borrower as of the later of the Closing Date or the date upon which such Real Property was acquired by such Credit Party and reasonably agreed to by the Administrative Agent) in excess of $10.0 million for any Real Property not covered by a Mortgage, or any personal property that is not at the time included in the Collateral and that is not then Excluded Collateral, the Parent Borrower will causepromptly (and in any event within 30 days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the occurrence request of an Event of Defaultthe Administrative Agent and/or the Collateral Agent, all other assets and properties of such the Credit Party will, or will cause such Subsidiary to, within 90 days or such longer period as are not covered by the original Collateral Documents and as Administrative Agent may be requested agree, following request by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of and/or the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject (i) grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only Creditors a Lien on such Real Property or such personal property pursuant to Permitted Liens)the terms of such security agreements, then following the occurrence of an Event of Default which is continuingassignments, if requested by Mortgages or other documents as the Administrative Agent and/or Collateral Agent deems appropriate (collectively, the “Additional Security Documents”) or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish execute and deliver a joinder to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
each applicable existing Security Document and (ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action the agent reasonable requests (including the recording of mortgages, the filing of UCC or PPSA financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid valid, perfected and subsisting enforceable Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agentproperty. Furthermore, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to Parent Borrower or such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect cause to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel Agent and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. Ifsuch opinions of local counsel, subsequent corporate resolutions, a counterpart to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or Intercompany Note and other personal property required to related documents as may be delivered to reasonably requested by the Administrative Agent and/or Collateral Agent as Collateral hereunder or under any of in connection with the Collateral Documentsexecution, the Company shall promptly (delivery and in any event within three (3) Business Days after any Responsible Officer recording of any Credit Party acquires knowledge such Additional Security Document or joinder, all of the same) notify the Collateral Agent of the same. Each of the Credit Parties which documents shall adhere to the covenants regarding the location of personal property as set forth be in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered form and substance reasonably satisfactory to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewithand/or Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Patheon Inc)
Additional Security. Each Credit Party will cause, upon the occurrence of an Event of Default, all other assets and properties of such Credit Party as are not covered by the original Collateral Documents and as may be requested by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties (subject only to Permitted Liens), then following the occurrence of an Event of Default which is continuing, if requested by the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex a reasonably detailed written update with each Borrowing Base Certificate Calculation delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex written update shall specify in reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Sources: Credit Agreement (KLX Energy Services Holdings, Inc.)
Additional Security. Each (i) Subject to clause (b) below, if any Credit Party acquires, owns or holds an interest in any personal property or fee-owned Real Property not (x) constituting Excluded Real Property or Excluded Collateral and (y) at the time included in the Collateral, the Parent Borrower will causepromptly (and in any event within forty-five (45) days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its reasonable discretion)) notify the Administrative Agent in writing of such event, identifying the property or interests in question and referring specifically to the rights of the Collateral Agent and the Secured Creditors under this Section 6.10, and, upon the occurrence request of an Event of Defaultthe Administrative Agent and/or the Collateral Agent, all other assets and properties of such the Credit Party will, or will cause such Subsidiary to, within ninety (90) days (or such longer period as are not covered by the original Collateral Documents and as Administrative Agent may be requested agree in its reasonable discretion), following request by the Administrative Agent or the Required Lenders in their sole reasonable discretion, to be subject at all times to first priority (subject only to Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens in favor of and/or the Collateral Agent pursuant to the Collateral Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall request in its sole reasonable discretion (collectively, the “Additional Collateral Documents”). In furtherance of the foregoing terms of this paragraph (d), upon the acquisition of any owned Real Property referred to in the preceding paragraph by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject (I) grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Agent for the benefit of the Secured Parties Creditors a Lien on such Real Property or such personal property pursuant to the terms of such security agreements, assignments, Mortgages or other documents as the Administrative Agent and/or Collateral Agent reasonably deems appropriate (subject only collectively, as amended, restated, supplemented or otherwise modified from time to Permitted Liens)time, then following the occurrence of an Event of Default which is continuing, if requested by “Additional Security Documents”) and/or execute and deliver a joinder to each applicable existing Security Document and (II) take whatever action the Administrative Agent or the Required Lenders in their sole discretion, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action reasonably requests (including the recording of mortgages, the filing of UCC financing statements or equivalents thereof in any jurisdiction (including UCC fixture financing statements), the giving of notices and the endorsement of notices on title documents) as that may be necessary or advisable in the opinion of the Administrative Agent and/or Collateral Agent to vest in the Collateral Agent (or in any representative of such the Collateral Agent designated by it) valid valid, perfected and subsisting enforceable Liens on such owned Real Propertyproperty and first priority perfected security interests, hypothecations and Mortgages, subject to Permitted Liens and enforceable against third parties. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and the Parent Borrower and shall constitute valid, enforceable against all third parties; provided (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)) under applicable law. Furthermore, the Parent Borrower or such other Credit Party shall cause to be delivered to the Administrative Agent mayand the Collateral Agent such opinions of counsel (including local counsel), corporate resolutions, a counterpart to the Intercompany Note and other related documents as may be reasonably requested by the Administrative Agent and/or Collateral Agent in its reasonable discretionconnection with the execution, without delivery and recording of any requirement for Lender consentsuch Additional Security Document or joinder, extend such time period from sixty (60) days up all of which documents shall be in form and substance reasonably satisfactory to a maximum of ninety (90) days;the Administrative Agent and/or Collateral Agent.
(ivii) Subject to sub-clause (b) below, after the ThirdFifth Amendment Effective Date, upon (i) the formation or acquisition of any new direct or indirect wholly-owned Subsidiary (in each case, other than an Excluded Subsidiary) of the Parent Borrower, (ii) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary or (iii) the designation of any existing direct or indirect wholly-owned Subsidiary (other than an Excluded Subsidiary) as a Restricted Subsidiary: (x) within sixty (60) days after such formation, acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses cessation or designation (ii) and (iii) above and as to or such other matters longer period as the Administrative Agent may reasonably request; provided that the Administrative Agent may, agree in writing in its reasonable discretion), without (I) cause each such Subsidiary other than any requirement for Lender consent, extend such time period from sixty (60) days up Excluded Subsidiary to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of duly execute and deliver to the Administrative Agent in its sole discretion, to or the Collateral Agent with respect (as appropriate) (x) joinders to such owned Real Property title reportsthe applicable Security Documents and/or (y) Additional Security Documents, surveys and engineeringin each case, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative AgentAgent (consistent with the Security Documents in effect on the Closing Date), providedin each case granting first-priority Liens (subject to Permitted Liens) required by this Section 6.10 and (II) take and cause such Restricted Subsidiary that is required to
become a Subsidiary Guarantor to take whatever action (including the recording of Mortgages, however, that the filing of UCC financing statements and delivery of stock and membership interest certificates) as may be necessary in the reasonable opinion of the Collateral Agent to vest in the Collateral Agent (or in any representative of the Collateral Agent designated by it) valid and perfected Liens to the extent that any Credit Party or any of its Subsidiaries shall have required by the Loan Documents, and to otherwise received any of comply with the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to requirements in this Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent 6.10 or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Security Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
Appears in 1 contract
Additional Security. Each Credit Party will causeSubject to subpart (b) below, upon (i) in the occurrence event that any Person becomes a Foreign Subsidiary of an Event of Defaultthe Borrower, all other assets and properties the ownership interests of such Credit Party as Foreign Subsidiary are not covered owned by the original Collateral Documents Borrower or by any Domestic Subsidiary thereof, the Borrower shall, or shall cause such Domestic Subsidiary to, deliver, 65% of the Equity Interests designated as voting and 100% of the Equity Interests designated as may be requested non-voting in such first-tier Foreign Subsidiary, in each case, held by the Administrative Agent Borrower or the Required Lenders in their sole reasonable discretionany Guarantor, to be subject at all times to a first priority priority, perfected Lien (subject only to except for Permitted Liens), perfected and, in the case of owned Real Property, title insured, Liens ) in favor of the Collateral Agent Administrative Agent, pursuant to the Collateral terms and conditions of the Security Documents or such other security agreements, pledge agreements, mortgages or similar collateral documents as the Administrative Agent shall reasonably request, within 60 days following request by the Administrative Agent; or (ii) if any Domestic Credit Party acquires, owns or holds any Domestic Subsidiary or an interest in its sole reasonable discretion (collectivelyany securities, instruments or other personal property which is not already subject to the Lien granted in the Security Agreement and which is required to become subject to the Security Documents in accordance with the terms thereof, the “Additional Collateral Borrower will promptly notify the Administrative Agent in writing of such event as required under the Security Documents”). In furtherance , identifying the property or interests in question and referring specifically to the rights of the foregoing terms of Administrative Agent and the Lenders under this paragraph (d)Section and the relevant Security Document, upon and the acquisition of any owned Real Property referred to in the preceding paragraph Credit Party will, or will cause such Subsidiary to, within 30 days following request by any Credit Party, if such owned Real Property, in the judgment of the Administrative Agent, shall not already be subject grant to a perfected first priority deed of trust or mortgage lien in favor of the Collateral Administrative Agent for the benefit of the Secured Parties Creditors a Lien on such personal property pursuant to the terms of such security agreements, assignments, or other documents as the Administrative Agent deems appropriate (subject only collectively, the “Additional Security Documents”) or a joinder in any existing Security Document. Furthermore, the Borrower or such other Credit Party shall cause to Permitted Liens)be delivered to the Administrative Agent such opinions of local counsel, then following the occurrence corporate resolutions, a Perfection Certificate, consents of an Event of Default which is continuinglandlords, if Landlord’s Agreements and other related documents as may be reasonably requested by the Administrative Agent in connection with the execution, delivery and recording of any such Additional Security Document or the Required Lenders in their sole discretionjoinder, such Credit Party shall, at the Company’s expense:
(i) within thirty (30) days after such acquisition, furnish to the Administrative Agent a description all of the owned Real Property so acquired in detail satisfactory to the Administrative Agent;
(ii) within sixty (60) days after such acquisition, cause the applicable Credit Party to duly execute and deliver to the Collateral Agent deeds of trust, trust deeds, deeds to secure debt, mortgages, flood notices and, if applicable, flood insurance, instruments of accession to the Collateral Documents and other security and pledge agreements, as specified by and which documents shall be in form and substance satisfactory to the Administrative Agent, securing payment of all the Finance Obligations of the applicable Credit Party under the Agreement and constituting Liens on all such owned Real Properties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iii) within sixty (60) days after such acquisition, cause the applicable Credit Party to take whatever action (including the recording of mortgages, the filing of UCC financing statements, the giving of notices and the endorsement of notices on title documents) as may be necessary or advisable in the opinion of the Administrative Agent to vest in the Collateral Agent (or in any representative of such Collateral Agent designated by it) valid and subsisting Liens on such owned Real Property, enforceable against all third parties; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(iv) within sixty (60) days after such acquisition, deliver to the Administrative Agent, upon the request of the Administrative Agent in its sole discretion, a signed copy of a favorable opinion, addressed to the Administrative Agent, the Collateral Agent, and the other Secured Parties, of counsel for the Credit Parties acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request; provided that the Administrative Agent may, in its reasonable discretion, without any requirement for Lender consent, extend such time period from sixty (60) days up to a maximum of ninety (90) days;
(v) as promptly as practicable after any acquisition of any such owned Real Property, deliver, upon the request of the Administrative Agent in its sole discretion, to the Collateral Agent with respect to such owned Real Property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance satisfactory to the Administrative Agent, provided, however, that to the extent that any Credit Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such owned Real Property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent; and
(vi) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Credit Party pursuant to Section 7.1 on the Execution Date or as the Administrative Agent, the Collateral Agent or the Required Lenders shall have requested. If, subsequent to the Execution Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required to be delivered to the Collateral Agent as Collateral hereunder or under any of the Collateral Documents, the Company shall promptly (and in any event within three (3) Business Days after any Responsible Officer of any Credit Party acquires knowledge of the same) notify the Collateral Agent of the same. Each of the Credit Parties shall adhere to the covenants regarding the location of personal property as set forth in the Collateral Documents. If, subsequent to the Execution Date, a Credit Party shall acquire or obtain any Inventory that contains or bears intellectual property rights licensed to any Credit Party that may be sold or otherwise disposed of without (i) infringing the rights of such licensor, (ii) violating any contract with such licensor, or (iii) incurring any liability with respect to payment of royalties other than royalties incurred pursuant to the sale of such Inventory under the current licensing agreement, then the Company shall provide an annex with each Borrowing Base Certificate delivered to the Administrative Agent pursuant to Section 8.2(f) immediately following the date that such property is acquired, notifying the Administrative Agent of such acquisition, which annex shall specify reasonable detail (including the location, title, patent number(s) and issue date) as to the property so acquired and the intellectual property rights licensed to the Credit Party in connection therewith.
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