Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement). (b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company. (c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. (d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree): (i) execute and deliver to the Collateral Agent a Subsidiary Guaranty; (ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments; (iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and (iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 2 contracts
Sources: Note Purchase Agreement (InfraREIT, Inc.), Note Purchase Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Company Borrower shall take all actions necessary to insure ensure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached attached, perfected and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral or and Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.77.9, after-acquired Collateral), subject to no Liens other than Permitted LiensLiens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company Borrower shall cause the Obligations to constitute direct senior secured obligations of the Company Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon After the completion of each New Project of a Project Finance Subsidiary, the Company Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Company Borrower and upon such Transfer, the Company Borrower shall take all actions necessary to insure ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementIndebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the CompanyBorrower.
(c) If, after the Third Amendment Closing Date, the Company Borrower acquires any Real Property Collateral, the Company Borrower shall forthwith (and in any event, within five Business Days of such acquisition acquisition, or such longer period of time as reasonably agreed by the Required HoldersAdministrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateralreal property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Holders Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate Real Property Collateral as may be reasonably required by the Required HoldersSecured Parties. The Company Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Closing Date, the Company Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of ColumbiaForeign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Applicable Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders Administrative Agent may agree):), then the Borrower shall cause such Wholly-Owned Subsidiary:
(i) to execute and deliver to the Collateral Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b5(c)(i), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit Agent, on behalf of the Secured Parties (or, or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance Indebtedness, and including the filing of UCC financing statements with respect to the Collateral Agency Agreementin such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Collateral Administrative Agent, to deliver to the Collateral Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Administrative Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 2 contracts
Sources: Credit Agreement (InfraREIT, Inc.), Term Loan Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. Upon the effectiveness of the Merger,
(a) The Company Borrower shall take all actions necessary to insure that the Collateral Agent, on its behalf and on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.76.9, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company Borrower shall cause the Obligations to constitute direct senior secured obligations of the Company Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company Borrower (other than other Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Company Borrower and upon such Transfer, the Company Borrower shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c6.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the CompanyBorrower.
(c) If, after the Third Amendment DateDecember 10, the Company 2014 Borrower acquires any Real Property Collateral, the Company Borrower shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Fixed Rate Note Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the CompanyBorrower’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Fixed Rate Note Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Fixed Rate Note Holders. The Company Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the CompanyBorrower’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment DateDecember 10, 2014, the Company Borrower acquires or creates any new Subsidiary (other than any Subsidiary of the Company Borrower that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company Borrower shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Fixed Rate Note Holders may agree):
(i) to execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on certifying as to the Closing Date pursuant resolutions attached thereto and other corporate proceedings by the such Subsidiary relating to Section 4.03(b)the authorization, execution and delivery of the Subsidiary Guaranty, with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) ), a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding anything to the contrary herein or in any other Note Document, it is understood and agreed that the Subsidiary Guaranty of any Subsidiary that is subject to an Asset Sale permitted under Section 10.10 shall be automatically released simultaneously with the release of liens and security interests in connection with such Asset Sale in accordance with the Collateral Agency Agreement without the need for any further consent from, or action by, any Holder. In addition, in connection with any Asset Sale permitted under Section 10.10, the Holders hereby agree to execute and/or deliver any documents and/or take any other action reasonably requested by the Company to further evidence or give effect to the release of any Subsidiary Guaranty by any Subsidiary that is the subject of such Asset Sale.
Appears in 1 contract
Collateral; Further Assurances. (a) The Company Borrower shall take all actions necessary to insure that the Collateral Agent, on behalf and shall cause each of the Secured Loan Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Lenders, the Collateral Documents necessary to grant first priority perfected liens and security interests (subject only to Permitted Liens) in favor of the Lenders in substantially all of the assets of the Loan Parties, other than Excluded Collateral that; provided, further, that with respect to deposit accounts or securities accounts of any Loan Party, the Loan Parties will not be required to enter into any blocked account agreements or control agreements with respect thereto unless requested by the Administrative Agent or the Required Lenders after the occurrence of an Event of Default that has not been waived. Notwithstanding the foregoing, (i) the Borrower and each of the Loan Parties shall only be required to pledge 65% of the capital stock or other equity interests of their Foreign Subsidiaries and such requirement to pledge such capital stock and/or equity interests shall only apply to such Foreign Subsidiaries that are wholly-owned directly by the Borrower or any Loan Party and (ii) the Loan Parties shall work diligently with the Administrative Agent to confirm that all documentation has been prepared, executed and recorded which is necessary to ▇▇▇▇▇ ▇ ▇▇▇▇ on all Real Property, as-extracted minerals and fixtures of the Loan Parties (or, other than Excluded Collateral) in favor of the case of Real Property Collateral, the Trustee named in the Deeds of Trust, Collateral Agent for the benefit of the Collateral Agent Lenders within 120 days after the delivery of the certificate of Borrower pursuant to Section 8.3.3 [Certificate of Borrower] of this Agreement for all such Real Property, as-extracted minerals and fixtures that have been acquired after the other Secured Parties) a perfected Closing Date. The Borrower shall and enforceable first-priority shall cause each Loan Party, from time to time, at its expense, to preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in the Collateral described as a continuing first priority perfected Lien, subject only to Permitted Liens and except to the extent otherwise permitted hereunder, and shall do such other acts and things as the Administrative Agent may reasonably deem necessary or advisable from time to time in order to preserve, perfect and protect the Security Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to such new Subsidiarythe Collateral, subject except to no Liens other than Permitted Liens and rights the extent otherwise permitted hereunder. In the event that the Borrower or any Subsidiary of holders the Borrower is required to pledge the equity interests of Permitted Secured Indebtedness any Bonding Subsidiary in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested favor of any provider of surety bonds required by the Collateral Agentlessor of the leasehold interest held by such Bonding Subsidiary as otherwise permitted by Section 8.2.17 [Transactions with Respect to AWAC; Transactions with Respect to the Bonding Subsidiaries] of this Agreement, then prior to deliver the granting of such lien, the Borrower shall use commercially reasonable good faith effort to grant a second priority perfected lien in such equity interests to the Collateral Agent legal opinions relating for the benefit of the Lenders subject to the matters described above, which opinions shall be an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing provisions of this Section 8.1.12, if a Person becomes a Significant Subsidiary of the Borrower either: (i) as a result of any Investment in such Person as a Permitted Joint Venture permitted by Section 8.2.6 [Subsidiaries, Partnerships and Joint Ventures], or (ii) as a result of any Investment in such Person pursuant to an Investment permitted by clause (viii) of Section 8.2.14 [Loans and Investments] (a Person described in the immediately preceding clause (i) or clause (ii) is sometimes referred to as a “Special Joint Venture”), such Special Joint Venture shall not be required to become a Loan Party (including, without limitation such Special Joint Venture shall not be required to provide the Collateral Agentrequired pursuant to this Section 8.1.12) nor shall the Borrower or any Subsidiary of the Borrower be required to pledge the equity interests of such Special Joint Venture if and only if and to the extent that the limited liability company agreement, limited partnership agreement, joint venture agreement, general partnership agreement or other constituent documents of such Special Joint Venture or other material agreement related to the Investment in such Special Joint Venture would prohibit the granting of such Liens or prohibit such Special Joint Venture from being a Loan Party under the Loan Documents. For the avoidance of doubt, nothing in this Section 8.1.12 shall require any Loan Party to take any action to grant or perfect a security interest in any assets constituting Excluded Collateral.
Appears in 1 contract
Sources: Credit Agreement (Arch Coal Inc)
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached attached, perfected and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral or Real Property Collateral, described in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted LiensLiens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be rank senior in right priority of payment and to rank senior payment, in right of security (and in all other than Permitted Liens) with respect to Collateral granted in the Security Documents respects to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance SubsidiaryProject, the Company may cause any such its Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (wi) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c)Collateral, subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementLiens), (xii) no SCHEDULE A-25 Default or Event of Default occurs as a result of such Transfer, (yiii) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementIndebtedness, and (ziv) the Project Finance Subsidiary is liquidated terminated or merged with and into the Company.
(c) If, after the Third Amendment Closing Date, the Company acquires or leases any Real Property Collateralreal property (other than an easement), the value (or aggregate rental costs) of which exceeds $1,000,000, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holderslease) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateralreal property, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateralreal estate, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Second Amendment Date, the Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than New Owner, any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and or any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders Purchasers may agree):
), (i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
, (ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b4.3(b), with appropriate insertions and attachments;
, (iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
, and including the filing of UCC financing statements in such jurisdictions as may be required by such Subsidiary Guaranty or by law or as may be reasonably requested by the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates (if any) representing equity interests issued by such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Company, and (v) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Collateral; Further Assurances. (a) The Company Borrower shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property CollateralAdministrative Agent, the Trustee named in L/C Issuer, and the Deeds of Trust, for Lenders or the benefit Administrative Agent on behalf of the Collateral Agent L/C Issuer and the other Secured Parties)Lenders, as applicable, has and continues to have in all relevant jurisdictions duly and validly created, attached attached, perfected and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral or Real Property Collateralreal property, in each case, case to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new SubsidiaryDocuments, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and. The Borrower shall cause the Obligations to constitute direct senior secured obligations of the Borrower and to rank senior in right of security with respect to Collateral granted in the Security Documents to all other Indebtedness of the Borrower (other than Permitted Secured Indebtedness with which it shall rank pari passu in right of security).
(b) If, after the Closing Date, the Borrower acquires or creates any new TDC Subsidiary that is a Wholly-Owned Subsidiary (other than an Excluded Subsidiary), the Borrower shall forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Administrative Agent may agree), (i) cause such Wholly-Owned Subsidiary to execute and deliver to the Administrative Agent a Guaranty, (ii) deliver to the Administrative Agent certificates of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Sections 4.01(a)(iii), (a)(iv) and (a)(vi), with appropriate insertions and attachments, (iii) take such actions reasonably necessary or advisable to grant to the Administrative Agent or the Collateral Agent, as applicable for the benefit of the Lenders or the Secured Parties, as applicable, a perfected and enforceable first-priority Lien in all or substantially all assets of such new Subsidiary (other than any Equity Interests of an Excluded Subsidiary), subject to no Liens other than Permitted Liens, including the execution and delivery of one or more security documents in form and substance reasonably satisfactory to the Administrative Agent and the filing of UCC financing statements in such jurisdictions as may be required by such security documents and delivery to the Administrative Agent or the Collateral Agent, as applicable, the stock certificates (if any) representing Equity Interests issued by such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a Responsible Officer of the Borrower or such TDC Subsidiary, as applicable, in each case as may be required by such security documents and (iv) if reasonably requested by the Collateral Administrative Agent, to deliver to the Collateral Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Administrative Agent.
(c) Notwithstanding the foregoing, if, after the Closing Date, the Borrower acquires or creates any new Subsidiary that is not required to become a Guarantor pursuant to Section 6.09(b), the Borrower may elect to designate such Subsidiary as a Guarantor by satisfying the requirements set forth in Section 6.09(b) with respect to such Subsidiary.
(d) The Borrower shall cause the General Partner to execute and deliver to the Administrative Agent a Guaranty upon the earlier of (1) the completion of the Qualifying IPO and (2) the Guarantee by the General Partner of any other Indebtedness.
Appears in 1 contract
Sources: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Company Borrower shall take all actions necessary to insure ensure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached attached, perfected and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral or and Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.77.9, after-acquired Collateral), subject to no Liens other than Permitted LiensLiens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company Borrower shall cause the Obligations to constitute direct senior secured obligations of the Company Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Company Borrower and upon such Transfer, the Company Borrower shall take all actions necessary to insure ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementIndebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the CompanyBorrower.
(c) If, after the Third Amendment Restatement Date, the Company Borrower acquires any Real Property Collateral, the Company Borrower shall forthwith (and in any event, within five Business Days of such acquisition acquisition, or such longer period of time as reasonably agreed by the Required HoldersAdministrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateralreal property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Holders Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate Real Property Collateral as may be reasonably required by the Required HoldersSecured Parties. The Company Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, If (A) after the Third Amendment Restatement Date, the Company Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of ColumbiaForeign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Applicable Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders Administrative Agent may agree):), or (B) (x) the Cross Valley Project Transfer has not occurred and CV Project Entity, L.L.C. has not obtained binding commitments for Non-Recourse Debt to finance the Cross Valley Project or (y) the Golden Spread Project Transfer has not occurred and the GS Project Entity has not obtained binding commitments for Non-Recourse Debt to finance the Golden Spread Project, in either case by January 31, 2015 (or such later date as the Administrative Agent may agree), then, in each case of the foregoing clauses (A) and (B), the Borrower shall cause such Wholly-Owned Subsidiary or such Project Finance Subsidiary, as applicable:
(i) to execute and deliver to the Collateral Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Restatement Date pursuant to Section 4.03(b5.1(c), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit Agent, on behalf of the Secured Parties (or, or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) ), a perfected and enforceable first-priority Lien in the Collateral described to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance Indebtedness, and including the filing of UCC financing statements with respect to the Collateral Agency Agreementin such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent; and
(iv) if reasonably requested by the Collateral Administrative Agent, to deliver to the Collateral Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Administrative Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached attached, perfected and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral or Real Property Collateral, described in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted LiensLiens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be rank senior in right priority of payment and to rank senior payment, in right of security (and in all other than Permitted Liens) with respect to Collateral granted in the Security Documents respects to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance SubsidiaryProject, the Company may cause any such its Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (wi) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c)Collateral, subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementLiens), (xii) no Default or Event of Default occurs as a result of such Transfer, (yiii) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementIndebtedness, and (ziv) the Project Finance Subsidiary is liquidated terminated or merged with and into the Company.
(c) If, after the Third Amendment Date, If the Company acquires or leases any Real Property Collateralreal property (other than an easement), the value (or aggregate rental costs) of which exceeds $1,000,000, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holderslease) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateralreal property, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateralreal estate, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Second Amendment Date, the Company acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than New Owner, any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and or any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary SCHEDULE A-24 forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders Purchasers may agree):
), (i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
, (ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b4.3(b), with appropriate insertions and attachments;
, (iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
, and including the filing of UCC financing statements in such jurisdictions as may be required by such Subsidiary Guaranty or by law or as may be reasonably requested by the Collateral Agent, (iv) deliver to the Collateral Agent the stock certificates (if any) representing equity interests issued by such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Company, and (v) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Collateral; Further Assurances. (a) The Company Borrower shall take all actions necessary to insure that the Collateral Agent, on behalf and shall cause each of the Secured Loan Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiarysubject to, substantially consistent with those delivered on for periods following the Closing Date pursuant to Date, Section 4.03(b), with appropriate insertions and attachments;
(iii10.19 [Release of Collateral; Springing Collateral]) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties Banks, the Collateral Documents necessary to grant first priority perfected liens and security interests (orsubject only to Permitted Liens) in favor of the Banks in substantially all of the assets of the Loan Parties, other than: (i) those assets which, in the case discretion of the Administrative Agent, the taking of Liens thereupon is impractical, prohibited by law or commercially unreasonable, (ii) the equity interests in any Bonding Subsidiary (subject however to the further provisions of this Section 7.1.12 regarding a second position lien thereon), (iii) vehicles, (iv) the M▇▇▇▇▇ 8200 dragline (serial number 23321), and (v) all undeveloped land so long as such land is not used in connection with or related to any Mining Operation of any Loan Party and no Loan Party has any logging or timber rights with respect to such land; provided, however that (i) with respect to Real Property Collateralwhich is required to be subject to a Mortgage on the Closing Date, and any as-extracted minerals or fixtures (as such terms are defined in the Uniform Commercial Code) which are required to be subject to a Mortgage or a Security Agreement on the Closing Date, the Trustee named requirements of this Section 7.1.12 shall be satisfied if the Loan Parties and their Subsidiaries take all steps within 120 days following the Closing Date (or such longer period as determined in the Deeds Administrative Agent’s sole discretion) to grant a first priority perfected lien and security interest thereon (subject only to Permitted Liens) in favor of Trust, the Collateral Agent for the benefit of the Collateral Banks and at the time of the granting thereof the Loan Parties will deliver opinions of counsel to the Administrative Agent for the benefit of the Banks with respect to those matters set forth on Exhibit 7.1.12, with such opinions to otherwise be in form and substance satisfactory to the other Secured Parties) a perfected Administrative Agent; and enforceable first-priority provided, further, that with respect to deposit accounts of any Loan Party, the Loan Parties will not be required to enter into any blocked account agreements or control agreements with respect thereto unless requested by the Administrative Agent or the Required Banks. The Borrower shall and shall cause each Loan Party, from time to time, at its expense, to faithfully preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in the Collateral described as a continuing first priority perfected Lien, subject only to Permitted Liens, and shall do such other acts and things as the Administrative Agent in its sole discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Security Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to such new Subsidiary, subject the Collateral. In the event that the Borrower or any Subsidiary of the Borrower is required to no Liens other than Permitted Liens and rights pledge the equity interests of holders any Bonding Subsidiary in favor of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested any provider of surety bonds required by the Collateral Agentlessor of the leasehold interest held by such Bonding Subsidiary as otherwise permitted by Section 7.2.17 of this Agreement, then prior to deliver the granting of such lien, the Borrower shall use commercially reasonable good faith effort to grant a second priority perfected lien in such equity interests to the Collateral Agent legal opinions relating for the benefit of the Banks subject to the matters described above, which opinions shall be an intercreditor agreement in form and substance reasonably satisfactory to the Collateral Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Arch Coal Inc)
Collateral; Further Assurances. Upon the effectiveness of the Merger,
(a) The Company Borrower shall take all actions necessary to insure that the Collateral Agent, on its behalf and on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.76.9, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company Borrower shall cause the Obligations to constitute direct senior secured obligations of the Company Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company Borrower (other than other Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Company Borrower and upon such Transfer, the Company Borrower shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c6.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the CompanyBorrower.
(c) If, after the Third Amendment DateDecember 10, the Company 2014 Borrower acquires any Real Property Collateral, the Company Borrower shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Fixed Rate Note Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the CompanyBorrower’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Fixed Rate Note Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Fixed Rate Note Holders. The Company Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the CompanyBorrower’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment DateDecember 10, 2014, the Company Borrower acquires or creates any new Subsidiary (other than any Subsidiary of the Company Borrower that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company Borrower shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Fixed Rate Note Holders may agree):
(i) to execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on certifying as to the Closing Date pursuant resolutions attached thereto and other corporate proceedings by the such Subsidiary relating to Section 4.03(b)the authorization, execution and delivery of the Subsidiary Guaranty, with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) ), a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent. Notwithstanding anything to the contrary herein or in any other Note Document, it is understood and agreed that the Subsidiary Guaranty of any Subsidiary that is subject to an Asset Sale permitted under Section 7.10 shall be automatically released simultaneously with the release of liens and security interests in connection with such Asset Sale in accordance with the Collateral Agency Agreement without the need for any further consent from, or action by, any Fixed Rate Note Holder. In addition, in connection with any Asset Sale permitted under Section 7.10, the Fixed Rate Note Holders hereby agree to execute and/or deliver any documents and/or take any other action reasonably requested by the Borrower to further evidence or give effect to the release of any Subsidiary Guaranty by any Subsidiary that is the subject of such Asset Sale.
Appears in 1 contract
Sources: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may acquire the equity interests of such Project Finance Subsidiary or cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such acquisition or Transfer, the Company or the Project Finance Subsidiary, as applicable, shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.that
Appears in 1 contract
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached attached, perfected and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral or Real Property Collateral, described in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, including after-acquired Collateral), subject to no Liens other than Permitted LiensLiens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be rank senior in right priority of payment and to rank senior payment, in right of security (and in all other than Permitted Liens) with respect to Collateral granted in the Security Documents respects to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance SubsidiaryProject, the Company may cause any such its Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (wi) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c)Collateral, subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement)Documents, (xii) no Default or Event of Default occurs as a result of such Transfer, (yiii) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementIndebtedness, and (ziv) the Project Finance Subsidiary is liquidated terminated or merged with and into the Company.
(c) If, after the Third Amendment Closing Date, the Company acquires or leases any Real Property Collateralreal property, the value (or aggregate rental costs) of which exceeds $1,000,000, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holderslease) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateralreal property, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateralreal estate, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached attached, perfected and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral or Real Property Collateral, described in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, including after-acquired Collateral), subject to no Liens other than Permitted LiensLiens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be rank senior in right priority of payment and to rank senior payment, in right of security (and in all other than Permitted Liens) with respect to Collateral granted in the Security Documents respects to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance SubsidiaryProject, the Company may cause any such its Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (wi) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c)Collateral, subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement)Documents, (xii) no Default or Event of Default occurs as a result of such Transfer, (yiii) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementIndebtedness, and (ziv) the Project Finance Subsidiary is liquidated terminated or merged with and into the Company.
(c) If, after the Third Amendment Date, If the Company acquires or leases any Real Property Collateralreal property, the value (or aggregate rental costs) of which exceeds $1,000,000, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holderslease) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateralreal property, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein Collateral Agent for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateralreal estate, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Collateral; Further Assurances. (a) The Company Borrower shall take all actions necessary to insure ensure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached attached, perfected and enforceable Liens on the Collateral, including perfected first-priority Liens on the Collateral constituting UCC Collateral or and Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.77.9, after-acquired Collateral), subject to no Liens other than Permitted LiensLiens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company Borrower shall cause the Obligations to constitute direct senior secured obligations of the Company Borrower and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company Borrower (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company Borrower may cause any such Project Finance Subsidiary to Transfer the New Project to the Company Borrower and upon such Transfer, the Company Borrower shall take all actions necessary to insure ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c7.9(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency AgreementIndebtedness, and (z) the Project Finance Subsidiary is liquidated or merged with and into the CompanyBorrower.
(c) If, after the Third Amendment Restatement Date, the Company Borrower acquires any Real Property Collateral, the Company Borrower shall forthwith (and in any event, within five Business Days of such acquisition acquisition, or such longer period of time as reasonably agreed by the Required HoldersAdministrative Agent) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateralreal property, in form and substance substantially similar to a previously delivered Deed of Trust or otherwise satisfactory to the Required Holders Secured Parties and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate Real Property Collateral as may be reasonably required by the Required HoldersSecured Parties. The Company Borrower further agrees to take all other actions necessary to create in favor of the Trustee named therein therein, for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, If (A) after the Third Amendment Restatement Date, the Company Borrower acquires or creates any new Subsidiary that is a Wholly-Owned Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of ColumbiaForeign Subsidiary, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Applicable Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders Administrative Agent may agree):), or (B) (x) the Cross Valley Project Transfer has not occurred and CV Project Entity, L.L.C. has not obtained binding commitments for Non-Recourse Debt to finance the Cross Valley Project or (y) the Golden Spread Project Transfer has not occurred and the GS Project Entity has not obtained binding commitments for Non-Recourse Debt to finance the Golden Spread Project, in either case by January 31, 2015 (or such later date as the Administrative Agent may agree), then, in each case of the foregoing clauses (A) and (B), the Borrower shall cause such Wholly-Owned Subsidiary or such Project Finance Subsidiary, as applicable:
(i) to execute and deliver to the Collateral Administrative Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially consistent with those delivered on the Closing Restatement Date pursuant to Section 4.03(b5.1(c), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described to the extent required in the Security Documents with respect to such new Wholly-Owned Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness Indebtedness, and including the filing of UCC financing statements in compliance with such jurisdictions as may be required by such Security Documents or by law or as may be reasonably requested by the Administrative Agent;
(iv) to deliver to the Collateral Agency AgreementAgent the stock certificates (if any) representing Capital Stock issued by such Wholly-Owned Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Borrower; and
(ivv) if reasonably requested by the Collateral Administrative Agent, to deliver to the Collateral Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Administrative Agent.
(e) Subject to the provisions of this Agreement and the Security Documents, a Loan Party shall, prior to the occurrence of an Event of Default, be free to manage its deposit accounts and security accounts in its sole discretion.
Appears in 1 contract
Sources: Credit Agreement (InfraREIT, Inc.)
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable first priority Liens on the Collateral, including perfected first-priority Liens (subject to Permitted Liens) on Collateral constituting UCC Collateral or Real Property Collateral, in each case, Collateral to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari pani passu in accordance with the terms of the Collateral Agency Agreement).
(ba) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), so long as (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(cb) If, after the Third Amendment Datedate hereof, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five thirty Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance reasonably satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien (subject to Permitted Liens) on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, . The Company shall not create in favor of any Person a Lien on the Company’s interests in real property acquired or leased after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens date hereof other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral AgentLiens.
Appears in 1 contract
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may acquire the equity interests of such Project Finance Subsidiary or cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such acquisition or Transfer, the Company or the Project Finance Subsidiary, as applicable, shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is promptly liquidated or merged with and into the CompanyCompany or has provided a Guaranty of the Obligations in a manner consistent with Section 9.7(d).
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of 45 days after the last day of the fiscal quarter in which such acquisition is consummated or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee ANNEX A-23 named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary (except pursuant to Section 9.7(b)) and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree)):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.. Notwithstanding anything to the contrary herein or in any other Note Document, it is understood and agreed that the Subsidiary Guaranty of any Subsidiary that is subject to an Asset Sale permitted under Section 10.10 shall be automatically released simultaneously with the release of liens and security interests in connection with such Asset Sale in accordance with the Collateral Agency Agreement without the need for any further consent from, or action by, any Holder. In addition, in connection with any Asset Sale permitted under Section 10.10, the Holders hereby agree to execute and/or deliver any documents and/or take any other action reasonably requested by the Company to further evidence or give effect to the release of any Subsidiary Guaranty by any Subsidiary that is the subject of such Asset Sale. ANNEX A-24
Appears in 1 contract
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Sharyland Distribution & Transmission Services, L.L.C. Note Purchase Agreement Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable first priority Liens on the Collateral, including perfected first-priority Liens (subject to Permitted Liens) on Collateral constituting UCC Collateral or Real Property Collateral, in each case, Collateral to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure ensure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), so long as (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Datedate hereof, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five thirty Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance reasonably satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien (subject to Permitted Liens) on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall not create in favor of any Person a Lien on the Company’s interests in real property acquired or leased after the date hereof other than Permitted Liens.
(d) If, after the Third Amendment Datedate hereof, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement Requirements of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days Business Days of such creation or acquisition (or such longer time as the Required Holders may agree):) to:
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty (a “Subsidiary Guaranty;”); Sharyland Distribution & Transmission Services, L.L.C. Note Purchase Agreement
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the date of each Closing Date pursuant to Section 4.03(b4.3(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-first- priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Collateral; Further Assurances. (a) The Company On the Fourth Amendment Effective Date, the Borrowers shall take all actions necessary to insure that deposit in an account with the Collateral Administrative Agent, on behalf in the name of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, Administrative Agent and for the benefit of the Revolving Lenders (the “Blocked Collateral Account”), an amount in cash equal to $2,000,000. The Blocked Collateral Account shall be held by the Administrative Agent as collateral for the payment and performance of the Secured Obligations. The Borrowers shall maintain at $2,000,000 cash in the Blocked Collateral Account at all times until the Revolving Commitments shall have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under any Loan Document shall have been paid in full and all Letters of Credit shall have expired or terminated, in each case without any pending draw, and all LC Disbursements shall have been reimbursed. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal following an Event of Default, over the Blocked Collateral Account and the Borrowers hereby grant the Administrative Agent a security interest in the Blocked Collateral Account and all moneys or other assets on deposit therein or credited thereto pursuant to such agreements as required by the Administrative Agent. The Administrative Agent may request additional amounts to be deposited into, and maintained in, the Blocked Collateral Account up to the amount necessary to cover accrued and unpaid interest, fees, expenses and other amounts payable under the Loan Documents. Such deposits may be deposited in a money market account with the Administrative Agent subject to a control and other agreements satisfactory to the Administrative Agent and at the Borrowers’ risk and expense, and such deposits shall otherwise not bear interest. Interest or profits, if any, on such investments shall accumulate in the Blocked Collateral Account. Moneys in the Blocked Collateral Account may be applied by the Administrative Agent at any time after an Event of Default to the Secured Obligations in such order as determined by the Administrative Agent. Each Loan Party will execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions, which may be required by the Administrative Agent from time to time to carry out the terms and conditions of this Agreement and the other Secured Parties), has Loan Documents and continues to have in all relevant jurisdictions duly ensure perfection and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and Liens created or intended to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement.
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement; and
(iv) if reasonably requested created by the Collateral AgentDocuments, to deliver to all at the expense of the Loan Parties. Other than the Blocked Collateral Agent legal opinions relating to the matters Account and other Collateral described above, which opinions the Administrative Agent shall be in form and substance reasonably satisfactory to release any other existing Collateral after the Collateral AgentFourth Amendment Effective Date.
1.11 Section 6.01 of the Credit Agreement is restated as follows:
Appears in 1 contract
Sources: Credit Agreement (Heska Corp)
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other ANNEX A-24 documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall not create in favor of any Person a Lien on the Company’s interests in real property acquired or leased after the Third Amendment Date other than Permitted Liens (but excluding Permitted Liens that constitute Permitted Secured Indebtedness other than the Notes).
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement, and including the filing of UCC financing statements in such jurisdictions as may be required by such Subsidiary Guaranty or by law or as may be reasonably requested by the Collateral Agent;
(iv) to deliver to the Collateral Agent the stock certificates (if any) representing equity interests issued by such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Company; and
(ivv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Collateral; Further Assurances. (a) The Company shall take all actions necessary to insure that the Collateral Agent, on behalf of the Secured Parties (or in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties), has and continues to have in all relevant jurisdictions duly and validly created, attached and enforceable Liens on the Collateral, including perfected first-priority Liens on Collateral constituting UCC Collateral or Real Property Collateral, in each case, to the extent required under the Security Documents (including, in accordance with clauses (c) and (d) of this Section 9.7, after-acquired Collateral), subject to no Liens other than Permitted Liens. The Company shall cause the Obligations to constitute direct ANNEX A-22 senior secured obligations of the Company and to be senior in right of payment and to rank senior in right of security (other than Permitted Liens) with respect to Collateral granted in the Security Documents to all other Indebtedness of the Company (other than Permitted Secured Indebtedness, with which it shall be pari passu in accordance with the terms of the Collateral Agency Agreement).
(b) Upon completion of each New Project of a Project Finance Subsidiary, the Company may cause any such Project Finance Subsidiary to Transfer the New Project to the Company and upon such Transfer, the Company shall take all actions necessary to insure that (w) the New Project becomes a part of the Collateral to the extent required under the Security Documents and Section 9.7(c), subject to the first priority Lien of the Security Documents (subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement), (x) no Default or Event of Default occurs as a result of such Transfer, (y) the Indebtedness of the Project Finance Subsidiary is either repaid in full at the time of the Transfer or becomes Permitted Secured Indebtedness in accordance with the Collateral Agency Agreement, and (z) the Project Finance Subsidiary is liquidated or merged with and into the Company.
(c) If, after the Third Amendment Date, the Company acquires any Real Property Collateral, the Company shall forthwith (and in any event, within five Business Days of such acquisition or such longer period of time as reasonably agreed by the Required Holders) deliver to the Collateral Agent a fully executed mortgage or deed of trust over the Company’s interests in such Real Property Collateral, in form and substance satisfactory to the Required Holders and the Collateral Agent, together with such surveys, environmental reports and other documents and certificates with respect to such real estate as may be reasonably required by the Required Holders. The Company further agrees to take all other actions necessary to create in favor of the Trustee named therein for the benefit of the Collateral Agent and the other Secured Parties a valid and enforceable first priority Lien on the Company’s interests in such Real Property Collateral, free and clear of all Liens except for Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement. The Company shall not create in favor of any Person a Lien on the Company’s interests in real property acquired or leased after the Third Amendment Date other than Permitted Liens (but excluding Permitted Liens that constitute Permitted Secured Indebtedness other than the Notes).
(d) If, after the Third Amendment Date, the Company acquires or creates any new Subsidiary (other than any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia, any Project Finance Subsidiary and any other Subsidiary that is prohibited from providing a Guaranty of the Obligations by any Requirement of Law), the Company shall or cause such Subsidiary forthwith (and in any event, within 30 days of such creation or acquisition (or such longer time as the Required Holders may agree):
(i) execute and deliver to the Collateral Agent a Subsidiary Guaranty;
(ii) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially consistent with those delivered on the Closing Date pursuant to Section 4.03(b), with appropriate insertions and attachments;; ANNEX A-23
(iii) to take such actions reasonably necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties (or, in the case of Real Property Collateral, the Trustee named in the Deeds of Trust, for the benefit of the Collateral Agent and the other Secured Parties) a perfected and enforceable first-priority Lien in the Collateral described in the Security Documents with respect to such new Subsidiary, subject to no Liens other than Permitted Liens and rights of holders of Permitted Secured Indebtedness in compliance with the Collateral Agency Agreement, and including the filing of UCC financing statements in such jurisdictions as may be required by such Subsidiary Guaranty or by law or as may be reasonably requested by the Collateral Agent;
(iv) to deliver to the Collateral Agent the stock certificates (if any) representing equity interests issued by such Subsidiary, together with undated stock (or other transfer) powers, in blank, executed and delivered by a duly authorized officer of the Company; and
(ivv) if reasonably requested by the Collateral Agent, to deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Collateral Agent.
Appears in 1 contract