Common use of Acquisition of Material Assets Clause in Contracts

Acquisition of Material Assets. (i) If any Material Real Property is acquired by the Parent, the Borrower or any Subsidiary Loan Party after the Closing Date (other than assets constituting collateral security under the Loan Documents that become subject to the Liens of the Loan Documents upon acquisition thereof and assets of the type that are specifically excluded from the grant of security under the Loan Documents or by the terms of this Agreement), the Borrower will notify the Agent thereof, and, if requested by the Agent, the Parent and the Borrower will cause such assets to be subjected to a Lien securing the Indebtedness and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be reasonably requested by the Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties. (ii) Notwithstanding the generality of the foregoing or anything to the contrary contained in this Section 10.25, upon the acquisition of any Material Real Property (a “New Mortgaged Property”) by any Loan Party, then, subject to the Agreed Security Principles, the Parent or the Borrower shall, or shall cause the applicable Loan Party to, in each case at such Loan Party’s expense, (A) within 45 days after such acquisition, furnish to the Agent a description, in detail reasonably satisfactory to the Agent, of such New Mortgaged Property and (B) within 60 days (which dates in clauses (A) and (B) herein may be extended by the Agent in its sole discretion) after such acquisition, furnish to the Agent (1) each of the items set forth in Section 10.26(b), in each case in respect of such New Mortgaged Property (provided that surveys shall be furnished in accordance with the terms of Section 10.26(b)(iii) only to the extent reasonably requested by the Agent and only to the extent surveys can reasonably be provided under applicable climate conditions) and (2) such other approvals, opinions or documents as the Agent may reasonably request.

Acquisition of Material Assets. (i) If any Material Real Property is acquired by the Parent, the Borrower Borrowers or any Subsidiary Loan Party after the Closing Date (other than assets constituting collateral security under the Loan Documents Security Agreements that become subject to the Liens of the Loan Documents Security Agreements upon acquisition thereof and assets of the type that are specifically excluded from the grant of security under the Loan Security Documents or by the terms of this Agreement), the Borrower Borrowers will notify the Collateral Agent thereof, and, if requested by the Administrative Agent, the Parent and the Borrower Borrowers will cause such assets to be subjected to a Lien securing the Indebtedness Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties. (ii) Notwithstanding the generality of the foregoing or anything to the contrary contained in this Section 10.255.12, upon the acquisition of any Material Real Property (a “New Mortgaged Property”) by any Loan Party, then, subject to the Agreed Security Principles, the Parent or the Borrower Borrowers shall, or shall cause the applicable Loan Party Subsidiary to, in each case at such Loan Party’s expense, (A) within 45 days after such acquisition, furnish to the Administrative Agent a description, in detail reasonably satisfactory to the Administrative Agent, of such New Mortgaged Property and (B) within 60 days (which dates in clauses (A) and (B) herein may be extended by the Administrative Agent in its sole discretion) after such acquisition, furnish to the Collateral Agent (1) each of the items set forth in Section 10.26(b5.16(b), in each case in respect of such New Mortgaged Property (provided that surveys shall be furnished in accordance with the terms of Section 10.26(b)(iii5.16(b)(iii) only to the extent reasonably requested by the Administrative Agent and only to the extent surveys can reasonably be provided under applicable climate conditions) and (2) such other approvals, opinions or documents as are necessary or as the Administrative Agent may reasonably request.

Acquisition of Material Assets. (i) If any Material Real Property is material assets (including any real property or improvements thereto or any interest therein) are acquired by the Parent, the Borrower or any Subsidiary Loan Party after the Closing Date (other than assets constituting collateral security under the Loan Documents Security Agreement that become subject to the Liens Lien of the Loan Documents Security Agreement upon acquisition thereof and assets of the type that are specifically excluded from the grant of security under the Loan Security Documents or by the terms of this Agreement), the Borrower will notify the Administrative Agent and the Lenders thereof, and, if requested by the AgentAdministrative Agent or the Required Lenders, the Parent and the Borrower will cause such assets to be subjected to a Lien securing the Indebtedness Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties. (ii) Notwithstanding the generality of the foregoing or anything to the contrary contained in this Section 10.255.14, upon the acquisition of any Material Real Property (a “New Mortgaged Property”) by any Loan Party, then, subject to the Agreed Security Principles, then the Parent or the Borrower shall, or shall cause the applicable Loan Party Subsidiary to, in each case at such Loan Party’s expense, (A) within 45 days after such acquisition, furnish to the Administrative Agent a description, in detail reasonably satisfactory to the Administrative Agent, of such New Mortgaged Property and (B) within 60 days (which dates in clauses (A) and (B) herein may be extended for up to an additional 90 days by the Administrative Agent in its sole discretion) after such acquisition, furnish to the Administrative Agent (1) each of the items set forth in Section 10.26(b5.18(b), in each case in respect of such New Mortgaged Property (provided that surveys shall be furnished in accordance with the terms of Section 10.26(b)(iii) only to the extent reasonably requested by the Agent and only to the extent surveys can reasonably be provided under applicable climate conditions) and (2) such other approvals, opinions or documents as the Administrative Agent may reasonably request.

Acquisition of Material Assets. (i) If any Material Real Property is material assets (including any assets acquired in an acquisition permitted hereby) are acquired by the Parent, the Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than excluding (i) assets constituting collateral security Collateral under the Loan Collateral Documents that become subject to the Liens Lien of the Loan Collateral Documents upon acquisition thereof and thereof, (ii) assets of the type that are specifically excluded from the grant of security Collateral under the Loan Collateral Documents and (iii) any interests in Real Property, other than fixtures, landlord waivers, other collateral access agreements, subordinations, bailee or by other warehouse waivers, consents and other waivers not granting a Lien in the terms of this AgreementReal Property), the Borrower Representative will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, within thirty Business Days (or such longer period acceptable to the Parent and the Borrower Administrative Agent) will cause such assets to be subjected to a Lien securing the Indebtedness Obligations and will take, and cause the each applicable Loan Party or Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant grant, perfect and perfect protect such Liens, including actions described in paragraph (a) of this SectionSection and deliver such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, all at the expense including, without limitation, appropriate UCC-1 financing statements, landlord’s waivers, certified resolutions and other organizational and authorizing documents of the Loan Parties. (ii) Notwithstanding the generality of the foregoing or anything to the contrary contained in this Section 10.25, upon the acquisition of any Material Real Property (a “New Mortgaged Property”) by any such Loan Party, thenfavorable opinions of counsel to such Person (which shall cover, subject to the Agreed Security Principlesamong other things, the Parent or legality, validity, binding effect and enforceability of the Borrower shallCollateral Documents referred to above and the perfection of the Administrative Agent’s Liens thereunder), or shall cause the applicable Loan Party toall in form, in each case at such Loan Party’s expense, (A) within 45 days after such acquisition, furnish to the Agent a description, in detail content and scope reasonably satisfactory to the Administrative Agent, of such New Mortgaged Property and (B) within 60 days (which dates in clauses (A) and (B) herein may be extended by the Agent in its sole discretion) after such acquisition, furnish to the Agent (1) each of the items set forth in Section 10.26(b), in each case in respect of such New Mortgaged Property (provided that surveys shall be furnished in accordance with the terms of Section 10.26(b)(iii) only to the extent reasonably requested by the Agent and only to the extent surveys can reasonably be provided under applicable climate conditions) and (2) such other approvals, opinions or documents as the Agent may reasonably request.

Acquisition of Material Assets. (i) If any Material Real Property is material assets (including any real property or improvements thereto or any interest therein) are acquired by the Parent, the Borrower or any Subsidiary Loan Party after the Closing Date (other than assets constituting collateral security under the Loan Documents Security Agreement that become subject to the Liens Lien of the Loan Documents Security Agreement upon acquisition thereof and assets of the type that are specifically excluded from the grant of security under the Loan Security Documents or by the terms of this Agreement), the Borrower will notify the Administrative Agent and the Lenders thereof, and, if requested by the AgentAdministrative Agent or the Required Lenders, the Parent and the Borrower will cause such assets to be subjected to a Lien securing the Indebtedness Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (a) of this Section, all at the expense of the Loan Parties; provided that no Mortgages will be required to be placed on any of the Crest Assets. (ii) Notwithstanding the generality of the foregoing or anything to the contrary contained in this Section 10.255.14, upon the acquisition of any Material Real Property (a “New Mortgaged Property”) by any Loan Party, then, subject to the Agreed Security Principles, then the Parent or the Borrower shall, or shall cause the applicable Loan Party Subsidiary to, in each case at such Loan Party’s expense, (A) within 45 days after such acquisition, furnish to the Administrative Agent a description, in detail reasonably satisfactory to the Administrative Agent, of such New Mortgaged Property and (B) within 60 days (which dates in clauses (A) and (B) herein may be extended for up to an additional 90 days by the Administrative Agent in its sole discretion) after such acquisition, furnish to the Administrative Agent (1) each of the items set forth in Section 10.26(b5.18(b), in each case in respect of such New Mortgaged Property (provided that surveys shall be furnished in accordance with the terms of Section 10.26(b)(iii5.18(b)(iii) only to the extent reasonably requested by the Administrative Agent and only to the extent surveys can reasonably be provided under applicable climate conditionsconditions ) and (2) such other approvals, opinions or documents as the Administrative Agent may reasonably request; provided that this paragraph shall not apply to any Material Real Property acquired in connection with the Crest Assets.