Additional Security; Further Assurances; etc. (a) The Borrower will cause, and will cause each of the other Credit Parties to cause, each of its Wholly-Owned Domestic Subsidiaries formed or acquired (or which first becomes such a Wholly-Owned Domestic Subsidiary) after the Effective Date to become a Credit Party (and, if requested by the Administrative Agent (at the direction of the Required Lenders) to execute and deliver any applicable deposit account control agreements, securities account control agreements, intellectual property security agreement, intellectual property agreement supplements and all other appropriate Security Documents, in each case, in form and substance satisfactory to the Required Lenders in their sole discretion within ten (10) days (or such longer time period if agreed to by the Administrative Agent at the direction of the Required Lenders) after the formation or acquisition thereof or after the first date upon which the respective Subsidiary of such Person becomes a Wholly-Owned Domestic Subsidiary. Upon execution and delivery of a joinder to this Agreement, each such Person (i) shall become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Credit Documents and (ii) will grant Liens to the Collateral Agent, for the benefit of the Secured Creditors, in any property of such Credit Party which constitutes Collateral pursuant to Security Documents satisfactory to the Required Lender in their sole discretion, if the Final DIP Order does not already create a valid and perfected Lien on such assets . In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Date, including the filing of the UCC financing statements (or their equivalent). The Borrower shall deliver to the Administrative Agent prompt written notice if it or any other Credit Party acquires any Real Property on which any improvement is located that is subject to federal flood insurance laws and requirements. (b) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests in such assets (including, if requested by the Administrative Agent at the direction of the Required Lenders, mortgages on any Real Property) and of the Borrower and such other Credit Party as are not covered by the original Security Documents (collectively, the “Additional Security Documents”). (c) The Borrower will, and will cause each of the other Credit Parties to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, Real Property surveys, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent (at the direction of the Required Lenders) may reasonably require. Furthermore, the Borrower will, and will cause the other Credit Parties that are Subsidiaries of the Borrower to, deliver to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent (at the direction of the Required Lenders) to assure that this Section 9.11 has been complied with. (d) If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any Real Property of the Borrower and the other Credit Parties constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of such laws or regulations, and which shall otherwise be in form and substance satisfactory to the Administrative Agent in its sole discretion. (e) To the extent the Required Lenders request any deposit account control agreement, securities account control agreement or any intellectual property security agreement, in each case, in form and substance satisfactory to the Administrative Agent in its sole discretion, then the Borrower shall cause all such actions to be taken as promptly as practicable after the Effective Date (at the direction of the Required Lenders). (f) The Borrower agrees that each action required by clauses (b) through (e) of this Section 9.11 shall be completed as soon as possible, but in no event later than fifteen (15) days after such action is requested to be taken by the Administrative Agent (at the direction of the Required Lenders) or the Required Lenders (as such date may be extended at the sole discretion of the Administration Agent acting at the direction of the Required Lenders); provided that, in no event will Borrower or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 9.11. (g) As soon as practicable, and in any event not later than five (5) Business Days after the request is made by the Required Lenders, each Credit Party shall execute and deliver to the Administrative Agent notices of the Final DIP Order, abstracts of the Final DIP Order or any other document reasonably requested by the Administrative Agent or the Required Lenders in connection with recording or registering any security interests or Liens against any Real Property of the Credit Parties.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Walter Energy, Inc.)
Additional Security; Further Assurances; etc. (a) The Borrower will shall cause, and will cause each of the other Credit Parties to cause, each of its Wholly-Owned Domestic Subsidiaries (other than Immaterial Subsidiaries) formed or acquired (or which first becomes such a Wholly-Owned Domestic Subsidiary or ceases to be an Immaterial Subsidiary) after the Effective Initial Borrowing Date to become a Credit Party (and, if requested and a party to the Guaranty and Collateral Agreement by executing a supplement thereto in form reasonably satisfactory to the Administrative Agent (at the direction of the Required LendersAgent) and to execute and deliver any applicable deposit account control agreements, securities account control agreements, intellectual property security agreement, intellectual property agreement supplements and all other appropriate Security Documents, in each case, in form and substance satisfactory to the Required Lenders in their sole discretion within ten thirty (1030) days (or such longer time period if agreed to by the Administrative Agent at the direction of the Required Lendersin its sole discretion) after the formation or acquisition thereof or after the first date upon which the respective Subsidiary of such Person becomes a Wholly-Owned Domestic Subsidiary or ceases to be an Immaterial Subsidiary. Upon execution and delivery of a joinder the supplement to this the Guaranty and Collateral Agreement, each such Person (i) shall become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Credit Documents and (ii) will shall grant Liens to the Collateral Administrative Agent, for the benefit of the Secured CreditorsAdministrative Agent and the Lenders, in any property of such Credit Party which that constitutes Collateral pursuant to as set forth in, and in accordance with, the Security Documents satisfactory to the Required Lender in their sole discretion, if the Final DIP Order does not already create a valid and perfected Lien on such assets Documents. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. For the avoidance of doubt, if any Subsidiary that constitutes a Guarantor issues any capital stock or other Equity Interests (including the filing by way of the UCC financing statements (or their equivalent). The Borrower shall deliver to the Administrative Agent prompt written notice if it sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Credit Party acquires any Real Property on which any improvement is located Equity Interests (other than issuances that is subject constitute a Disposition permitted pursuant to federal flood insurance laws and requirementsSection 10.02(iv)), such Subsidiary shall be required to remain a Guarantor after giving effect to such issuance.
(b) The Borrower willshall, and will shall cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets (including, if requested by the Administrative Agent at the direction of the Required Lenders, mortgages on any and Real Property) and Property of the Borrower and such other Credit Party as are not covered by the original Security Documents (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent. Notwithstanding the foregoing, this Section 9.11(b) shall not apply to (and the Borrower and its Subsidiaries shall not be required to grant a Mortgage in) (i) any Leasehold for which the aggregate annual rental payments are less than $1,000,000, (ii) any Leasehold with respect to which the respective Credit Party has not obtained (after using commercially reasonable efforts to obtain same) the consent of the lessor to grant a mortgage in such Leasehold, (iii) any ICTC Excluded Collateral or (iv) any Excluded Property.
(c) The Borrower will, and will cause each of the other Credit Parties to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, Real Property surveys, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent (at the direction of the Required Lenders) may reasonably require. Furthermore, the Borrower will, and will cause the other Credit Parties that are Subsidiaries of the Borrower to, deliver to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent (at the direction of the Required Lenders) to assure itself that this Section 9.11 has been complied with.
(d) If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any Real Property of the Borrower and the other Credit Parties constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent appraisals which that satisfy the applicable requirements of such laws or regulationsthe Real Estate Appraisal Reform Amendments of the Financial Institution Reform, Recovery and Enforcement Act of 1989, as amended, and which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent in its sole discretionAgent.
(e) To the extent the Required Lenders request any deposit account control agreement, securities account control agreement action that would otherwise have been required to be taken pursuant to Sections 6.08 and 6.09 hereof have not been taken on or any intellectual property security agreement, in each case, in form and substance satisfactory prior to the Administrative Agent in its sole discretionInitial Borrowing Date as permitted thereby, then the Borrower shall cause all such actions to be taken as promptly as practicable after the Effective Initial Borrowing Date, provided that in any event such actions shall be required to be completed within (x) 60 days after the Initial Borrowing Date in the case of actions otherwise required under Section 6.08(a) and (y) 120 days after the Initial Borrowing Date in the case of actions required to be taken pursuant to Section 6.09(a), in each case as such dates may be extended (with respect to a given action or actions) at the direction reasonable discretion of the Required Lenders)Administrative Agent.
(f) The Borrower agrees that shall complete each action required by clauses (b) through (ed) of this Section 9.11 shall be completed as soon as possible, but in no event later than fifteen (15) 120 days after after, such action is requested to be taken by the Administrative Agent (at the direction of the Required Lenders) or the Required Lenders (as such date may me be extended at the sole discretion of the Administration Agent acting at the direction of the Required LendersAgent); provided that, in no event will Borrower or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 9.11.
(g) As soon as practicable, and in any event not later than five (5) Business Days after the request is made by the Required Lenders, each Credit Party shall execute and deliver to the Administrative Agent notices of the Final DIP Order, abstracts of the Final DIP Order or any other document reasonably requested by the Administrative Agent or the Required Lenders in connection with recording or registering any security interests or Liens against any Real Property of the Credit Parties.
Appears in 1 contract
Additional Security; Further Assurances; etc. (a) The Administrative Borrower will shall cause, and will cause each of the other Credit Parties to cause, each of its Wholly-Owned Domestic Subsidiaries (other than Excluded Subsidiaries) formed or acquired (or which first becomes such a Wholly-Owned Domestic Subsidiary) after the Effective Initial Borrowing Date to become a Credit Party (and, if requested and a party to the Guaranty and Collateral Agreement by executing a supplement thereto in form reasonably satisfactory to the Administrative Agent (at the direction of the Required LendersAgent) and to execute and deliver any applicable deposit account control agreements, securities account control agreements, intellectual property security agreement, intellectual property agreement supplements and all other appropriate Security Documents, in each case, in form and substance satisfactory to the Required Lenders in their sole discretion within ten thirty (1030) days (or such longer time period if agreed to by the Administrative Agent at the direction of the Required Lendersin its sole discretion) after the formation or acquisition thereof or after the first date upon which the respective Subsidiary of such Person becomes a Wholly-Owned Domestic Subsidiary. Upon execution and delivery of a joinder the supplement to this the Guaranty and Collateral Agreement, each such Person (i) shall become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Credit Documents and (ii) will shall grant Liens to the Collateral Administrative Agent, for the benefit of the Secured CreditorsAdministrative Agent and the Lenders, in any property of such Credit Party which that constitutes Collateral pursuant to as set forth in, and in accordance with, the Security Documents satisfactory to the Required Lender in their sole discretion, if the Final DIP Order does not already create a valid and perfected Lien on such assets Documents. In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation (including opinions of counsel) of the type described in Section 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Initial Borrowing Date. For the avoidance of doubt, if any Subsidiary that constitutes a Guarantor issues any capital stock or other Equity Interests (including the filing by way of the UCC financing statements (or their equivalent). The Borrower shall deliver to the Administrative Agent prompt written notice if it sales of treasury stock) or any options or warrants to purchase, or securities convertible into, capital stock or other Credit Party acquires any Real Property on which any improvement is located Equity Interests (other than issuances that is subject constitute a Disposition permitted pursuant to federal flood insurance laws and requirementsSection 10.02(iv)), such Subsidiary shall be required to remain a Guarantor after giving effect to such issuance.
(b) The Administrative Borrower willshall, and will shall cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests (including, without limitation, As-Extracted Collateral Filings, UCC Fixture Filings) and Mortgages in such assets (including, if requested by and Real Property of the Administrative Agent at the direction of the Required Lenders, mortgages on any Real Property) and of the Borrower and such other Credit Party as are not covered by the original Security Documents (collectively, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent. Notwithstanding the foregoing, this Section 9.11(b) shall not apply to (and the Administrative Borrower and its Subsidiaries shall not be required to grant a Mortgage in) (i) any Leasehold with respect to which the respective Credit Party has not obtained (after using commercially reasonable efforts to obtain same) the consent of the lessor to grant a mortgage in such Leasehold or (ii) any Excluded Property. With respect to the lessor consents described in the previous sentence, until consents have been obtained for all Leaseholds requiring such lessor consent, the Administrative Borrower shall, and shall cause each other applicable Credit Party to, use commercially reasonable efforts to obtain such lessor consents. In addition, to the extent Administrative Borrower becomes aware of any additional material Real Property (other than Excluded Real Property) that is not reflected on Schedule 8.12, Administrative Borrower shall endeavor to notify Collateral Agent of the same and Administrative Agent and Collateral Agent shall mutually agree upon any appropriate revisions to Schedule 8.12.
(c) The Administrative Borrower will, and will cause each of the other Credit Parties to, at the expense of the Administrative Borrower, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, Real Property surveys, reports, landlord waivers, bailee agreements, control agreements agreements, environmental reports, Flood Hazard Determination and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent (at the direction may reasonably require including to address any issues contained in any of the Required Lendersdeliverables (including, without limitation, any violations of law or issues of title) may described above, as reasonably requirerequired by the Collateral Agent. Furthermore, the Administrative Borrower will, and will cause the other Credit Parties that are Subsidiaries of the Administrative Borrower to, deliver to the Collateral Agent such opinions of counsel, title insurance and other related documents as may be reasonably requested by the Administrative Agent (at the direction of the Required Lenders) to assure itself that this Section 9.11 has been complied with.
(d) If the Administrative Agent or the Required Lenders reasonably determine that they are required by law or regulation to have appraisals prepared in respect of any Real Property of the Borrower and the other Credit Parties constituting Collateral, the Borrower will, at its own expense, provide to the Administrative Agent appraisals which satisfy the applicable requirements of such laws or regulations, and which shall otherwise be in form and substance satisfactory to the Administrative Agent in its sole discretion.
(e) To the extent the Required Lenders request any deposit account control agreement, securities account control agreement or any intellectual property security agreement, in each case, in form and substance satisfactory to the Administrative Agent in its sole discretion, then the Borrower shall cause all such actions to be taken as promptly as practicable after the Effective Date (at the direction of the Required Lenders).
(f) The Borrower agrees that each action required by clauses (b) through (e) of this Section 9.11 shall be completed as soon as possible, but in no event later than fifteen (15) days after such action is requested to be taken by the Administrative Agent (at the direction of the Required Lenders) or the Required Lenders (as such date may be extended at the sole discretion of the Administration Agent acting at the direction of the Required Lenders); provided that, in no event will Borrower or any of its Subsidiaries be required to take any action, other than using its commercially reasonable efforts, to obtain consents from third parties with respect to its compliance with this Section 9.11.
(g) As soon as practicable, and in any event not later than five (5) Business Days after the request is made by the Required Lenders, each Credit Party shall execute and deliver to the Administrative Agent notices of the Final DIP Order, abstracts of the Final DIP Order or any other document reasonably requested by the Administrative Agent or the Required Lenders in connection with recording or registering any security interests or Liens against any Real Property of the Credit Parties.Section
Appears in 1 contract