Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent.
Appears in 3 contracts
Samples: Credit Agreement (Rotech Healthcare Inc), Credit Agreement (Rotech Healthcare Inc), Credit Agreement (Rotech Healthcare Inc)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Funds Availability Date by the Borrower or any of its Restricted Subsidiaries Loan Party (other than (x) Excluded Assets, Excluded Perfection Assets and any Property property described in paragraph (b) or paragraph ), (c) of this Section, or (yd) any Property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiarybelow) as to which the Collateral Agent, for the benefit of the LendersSenior Secured Parties, does not have a perfected Lien, promptly (and, in any event within 20 Business Days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the LendersSenior Secured Parties, a security interest in such Property property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Agent, for the benefit of the LendersSenior Secured Parties, a perfected first priority security interest in such Propertyproperty (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent.
Appears in 3 contracts
Samples: Collateral Agreement (Enexus Energy CORP), Credit Agreement (Entergy Corp /De/), Credit Agreement (Enexus Energy CORP)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Amendment Effective Date by the Borrower or any of its Restricted Subsidiaries Group Member (other than (x) any Property property described in paragraph (b), (c), (d) or paragraph (ce) of this Sectionbelow, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g7.3(g) or (l), and (z) Property property acquired by an any Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or reasonably advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent.
Appears in 3 contracts
Samples: Credit Agreement (Mq Associates Inc), Credit Agreement (Mq Associates Inc), Credit Agreement (Mq Associates Inc)
Additional Collateral, etc. (a) With respect to any Property property -------------------------- acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (x) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property property acquired by an any Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Lexar Media Inc), Credit Agreement (Lexar Media Inc), Credit Agreement (Intira Corp)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (xany property constituting Excluded Assets) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement or such other documents as the Administrative Agent or the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property, and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Propertyproperty, including the entering into of account control agreements, delivery of Collateral that can be perfected by possession and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent.; provided, that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value of such property, individually or in the aggregate, is equal to $1,000,000 or more. Harbor Hydro I Credit Agreement
Appears in 2 contracts
Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Effective Date by the any Borrower or any of its Restricted Subsidiaries (other than (x) any real property or any Property described in paragraph (b) or paragraph (c) of this Section, (y) vehicles or any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such PropertyProperty (other than Deposit Accounts, unless otherwise requested to take such action by the Administrative Agent, in its sole reasonable discretion), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
Appears in 2 contracts
Samples: Mortgage, Security Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower Company or any of its Restricted Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g6.1(c)) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the ratable benefit of the Lenders, does not have a perfected Lien, the Company or the applicable Subsidiary shall promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents Loan Documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the ratable benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the ratable benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral this Agreement or by law or as may be requested by the Collateral Administrative Agent.
Appears in 2 contracts
Samples: Loan and Security Agreement (NCI, Inc.), Loan and Security Agreement (NCI, Inc.)
Additional Collateral, etc. (a) With respect to any Property personal property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries Group Member (other than (xw) any Property property described in paragraph (b), (c), (d) or paragraph (ce) of this Sectionbelow, (yx) any Property property subject to a Lien expressly permitted by Section 7.03(g8.3(a)(viii), (y) property acquired by any Foreign Subsidiary and (z) Property acquired any other property with respect to which a security interest cannot be perfected by an Excluded Foreign Subsidiary) filing a financing statement under the Uniform Commercial Code of the relevant state having a value which, together with the value of all such other property as to which the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, does not have a perfected Lien, does not exceed $2,500,000), promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Donnelley R H Inc), Credit Agreement (Donnelley R H Inc)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property ------------------------------- acquired after the Closing Restatement Effective Date by the Borrower or any of its Restricted TWTC's Subsidiaries (other than (x) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g) 7.3(g), and (z) Property property acquired by an any Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property -------------------------- acquired after the Closing Date by Holdings, the Borrower or any of its Restricted Subsidiaries (other than (x) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property property acquired by an any Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Specrite Brake Co)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower Company or any of its Restricted Subsidiaries (other than (x) any Property property described in paragraph (b) or paragraph (c) of this Sectionbelow, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g9.3(g) and (z) Property property acquired by an any Excluded Foreign Subsidiary or Immaterial Subsidiary) as to which the Collateral Agent, for the benefit of the Lenders, does not have a perfected (to the extent perfection is permitted or provided for under any applicable foreign law) Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected (to the extent perfection is permitted or provided for under any applicable foreign law) first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (Dii Group Inc)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (x) any real property or any Property described in paragraph (b) or paragraph (c) of this SectionSection 5.9, (y) any Property subject to a Lien expressly permitted by Section 7.03(g6.5(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest of second (or, in the event that the New Senior Revolver is not in existence, first) priority in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law any Requirement of Law or as may be requested by the Collateral Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (NGA Holdco, LLC)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (w) Excluded Assets, (x) any Property described in paragraph (b) real property or paragraph (c) the Capital Stock of this Sectionany new Subsidiary, (y) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Powerhouse Technologies Inc /De)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries Loan Party, including any entity that becomes a Loan Party hereafter pursuant to Section 6.9(c), (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, Section and (y) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and or (z) Property acquired by an Excluded Foreign Subsidiaryh)) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Anc Rental Corp)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries Group Member (other than (x) any Property property described in paragraph (bc) or paragraph (cd) of this Sectionbelow and any interest in real property, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g) 8.3(g), and (z) Property property acquired by an any Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee Guarantee, Security and Collateral Agency Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Propertyproperty (subject only to the Liens set forth in Section 8.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Guarantee, Security and Collateral Agency Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any personal -------------------------- Property acquired after the Closing Date by Holdings, the Borrower or any of its Restricted Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property real or personal property acquired after the Closing Date date hereof by any Obligor which would have been Collateral had it been owned by such Obligor on the Borrower or date hereof, including any of its Restricted Subsidiaries entity that becomes an Obligor hereafter pursuant to Section 4.11(b), (other than (x) any Property property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral AgentTrustee, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent Trustee such amendments to the Guarantee and Collateral this Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral AgentTrustee, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral AgentTrustee, for the benefit of the LendersSecured Parties, a perfected first priority security interest (as provided in this Agreement) in such Propertyproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral this Agreement or by law or as may be reasonably requested by the Collateral AgentTrustee.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Restatement Effective Date by the Borrower Company or any of its Restricted Subsidiaries other Loan Party (other than (x) any Property described in paragraph (b) or paragraph ), (c) of this Section, or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiary7.3(g)) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, as the case may be, or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable in order to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or the DDi Corp. Guarantee and Collateral Agreement, as the case may be, or by law or as may be requested by the Collateral Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Ddi Capital Corp/Dynamic Details Inc)
Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (x) any Property described leasehold, easement or fee interest in paragraph (b) or paragraph (c) of this Sectionreal property, (yx) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries Group Member (other than (x) any Property property described in paragraph (b) or paragraph ), (c) of this Section, or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 7.03(g) and (z) Property acquired by an Excluded Foreign Subsidiary6.3(f) as to which the Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien, ) promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in such Propertyproperty (subject to the provisions of the Intercreditor Agreement and to Liens permitted by Section 6.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any Loan Party of the Borrower or any of its Restricted Subsidiaries type that would have constituted Collateral on the Closing Date (other than (x) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, and (y) any Property property subject to a Lien expressly permitted by Section 7.03(g7.3(c), (d) and or (z) Property acquired by an Excluded Foreign Subsidiarye)) as to which the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable required by the Security Documents to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Propertyproperty (in the case of Collateral other than Pledged Stock, subject only to Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Blueknight Energy Partners, L.P.)
Additional Collateral, etc. (a) With respect to any Specified Personal Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries Subsidiary Guarantor (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, Section and (y) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiaryor 7.3(j)) as to which the Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property, subject to Permitted Liens, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent.
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Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any Group Member which is not a Non-Material Subsidiary, Specified Joint Venture or a not-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Borrower or any Obligations by a Requirement of its Restricted Subsidiaries Law (other than (x) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, (y) any Property fixed or capital assets subject to a Lien expressly permitted by securing Indebtedness incurred in accordance with Section 7.03(g) 7.2 to finance the acquisition of such fixed or capital assets, provided that such Liens were created substantially simultaneously with the acquisition of such fixed or capital assets and (z) Property property acquired by an any Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent.
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Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any member of the Borrower or any of its Restricted Subsidiaries Group (other than (x) any Property property described in paragraph (b) or paragraph (c) of this Sectionbelow, (y) any Property property subject to a Lien expressly permitted by Section 7.03(gclause (e) and of the definition of "Permitted Liens" or (z) Property acquired by an Excluded any Intellectual Property, to the extent of any filings required outside of the United States (unless such filings are in a Specified Foreign SubsidiaryJurisdiction)) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and not less frequently than quarterly, in the case of any Collateral constituting Intellectual Property) (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee Security Documents and Collateral Agreement the Company Security Documents or such other documents (including any Leasehold Security Document) as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Borrower, and to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Borrower, and to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents, by the Company Security Documents or by law or as may reasonably be requested by the Collateral Administrative Agent.
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Additional Collateral, etc. (a) With respect to any Property property -------------------------- acquired after the Initial Closing Date by the Parent Borrower or any of its Restricted Subsidiaries (other than (x) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property property acquired by an any Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
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Additional Collateral, etc. (a) With respect to any Property --------------------------- acquired after the Closing Date by Holdings, the Borrower or any of its Restricted Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
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Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries Group Member (other than (xw) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, (yx) any Property property subject to a Lien expressly permitted by Section 7.03(g6.3(e), (y) property acquired by any Excluded Foreign Subsidiary and (z) Property property acquired by an Excluded Foreign any Marine Group Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Propertyproperty (subject to the Intercreditor Agreement), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
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Samples: Term Loan Agreement
Additional Collateral, etc. (a) With respect to any Property created, acquired or developed after the Closing Date by the US Borrower or any of its Restricted Subsidiaries (other than (x) any real property or any Property described in paragraph (b) or paragraph (c) of this SectionSection 6.10(b), (y) any Property subject to a Lien expressly permitted by Section 7.03(g) 7.3 and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such PropertyProperty subject to Liens permitted by Sections 7.3(f) and 7.3(p), including including, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent and the filing of short-form agreements or other documents with the United States Patent and Trademark Office or any similar registry in any foreign country as may be requested by the Administrative Agent.
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Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries Group Member (other than (x) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property property acquired by an any Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Propertyproperty if and to the extent that a security interest may be perfected under applicable law, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent.
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Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g) 7.3 and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such PropertyProperty (subject to such exclusions as are permitted by Section 4.3 of the Guarantee and Collateral Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
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Samples: Credit Agreement (Serologicals Corp)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by any of the Borrower Holding Companies, any of the Borrowers or any of its Restricted their Subsidiaries (other than (x) any Property described in paragraph (b) real property or paragraph (c) the Capital Stock of this Sectionany new Subsidiary, (y) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Administrative Agent.
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Samples: Abry Holdings Iii Inc
Additional Collateral, etc. (axxii) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries Group Member (other than (x) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g8.3(g) and (z) Property property acquired by an any Excluded Foreign Subsidiary) as to which the First Lien Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the First Lien Collateral Agent such amendments to the First Lien Guarantee and Collateral Agreement or such other documents as the First Lien Collateral Agent reasonably deems necessary or advisable to grant to the First Lien Collateral Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the First Lien Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in such Propertyproperty, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the First Lien Guarantee and Collateral Agreement or by law or as may be requested by the First Lien Collateral Agent.
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Additional Collateral, etc. (a) With respect to any personal Property acquired after the Closing Effective Date by the Borrower or any of its Restricted Subsidiaries (other than (x) any Property described in paragraph (b) or paragraph (c) of this Section, (y) any Property subject to a Lien expressly permitted by Section 7.03(g7.3(g) and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
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Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Restricted Subsidiaries Group Member (other than (w) Excluded Property, (x) any Property property described in paragraph (b) or paragraph ), (c) of this Sectionor (d) below, (y) any Property property subject to a Lien expressly permitted by Section 7.03(g7.1(d) and (z) Property property acquired by an Excluded any Foreign SubsidiarySubsidiary or Foreign Subsidiary Holding Company) as to which the Collateral Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or advisable to grant to the Collateral Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to Liens permitted by Section 7.1) security interest in such Propertyproperty (subject to limitations on perfection of Specified Collateral as set forth in the Guarantee and Collateral Agreement), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Administrative Agent.
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Samples: Credit Agreement (Logan's Roadhouse of Kansas, Inc.)