Additional Security; Further Assurances; etc. (a) Holdings and Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of Holdings, Borrower and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date and shall include such other documents as the Collateral Agent may reasonably request, including, but not limited to, title policies, surveys and opinions of counsel, and otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable Debtor Relief Laws and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the terms of the ABL Intercreditor Agreement, the Pari Passu Intercreditor Agreement, any Additional Junior Lien Intercreditor Agreement and any Additional Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any ...
Additional Security; Further Assurances; etc. (a) The Borrower and each Parent Guarantor will cause:
(i) each (A) Wholly-Owned Domestic Subsidiary thereof or any other Person that becomes a Wholly-Owned Domestic Subsidiary thereof after the Closing Date (in each case, other than any Excluded Subsidiary) and (B) Wholly-Owned Domestic Subsidiary that ceases to be an Excluded Subsidiary;
(ii) each Restricted Subsidiary or other Person that is not a Guarantor but is or becomes an obligor in respect of, or grants a security interest in any of its assets to support, the ABL Obligations, the New Pyxus Loan Obligations, the New Notes Obligations or the Existing Notes Obligations (and any Permitted Refinancing Indebtedness of the foregoing); and
(iii) any direct or indirect parent entity of the Borrower that is formed after the Closing Date; in each case, promptly, but no later than 60 days after the date on which such Person became a Wholly-Owned Domestic Subsidiary, ceased to be an Excluded Subsidiary, became an obligor or granted a security interest as described in clause (ii), or was formed, as applicable (as such date may be extended by the Required Lenders in their sole discretion), to (A) become a Guarantor as described in the Guarantee Agreement by way of execution of a joinder agreement thereto substantially in the form attached thereto as Exhibit A and (B) grant security interests over any Collateral as described in the Pledge and Security Agreement by way of execution of a joinder agreement thereto substantially in the form attached thereto as Exhibit 10 or, in the case of any such Person that not is formed under the laws of the United States or any state of the United States or the District of Columbia, as described in such other applicable Security Document or as may be customary in such Person’s jurisdiction of formation.
(b) The Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall comply with the requirements in Section 5.13(a) above, other than the 60 day period described therein.
(c) Subject to Section 5.15 and the applicable Security Document, the Parent Guarantors, the Borrower and their Subsidiaries will cause (i) 100% of the Equity Interests of New Pyxus Parent, the Borrower and each Subsidiary that is a Subsidiary Guarantor, (ii) 100% of the Equity Interests of each Domestic Subsidiary owned directly by any Loan Party (or, if less, the full amount owned by the Loan Pa...
Additional Security; Further Assurances; etc. (a) Each Borrower and each Wholly-Owned Restricted Subsidiary which is a Domestic Subsidiary, a Canadian Subsidiary or an English Subsidiary, but excluding any Immaterial Subsidiary, will, grant to the Collateral Agent for the benefit of the Secured Creditors security interests in such Collateral of such Borrower and such Restricted Subsidiaries as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, modified or supplemented from time to time, the “Additional Security Documents”); provided that, solely with respect to the U.S. Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility, the pledge of the outstanding capital stock of any FSHCO or CFC directly owned by a U.S. Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting capital stock (including, for the avoidance of doubt, any instrument treated as stock for U.S. federal income tax purposes) of such FSHCO or CFC and (y) one-hundred percent (100%) of the non-voting capital stock of such FSHCO or CFC. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and (subject to exceptions as are reasonably acceptable to the Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under English law or the relevant law of any country in the U.K. other than England and Wales where any U.K. Collateral is situated) action (which the Credit Parties agree to promptly take) valid and enforceable perfected (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under applicable law in England and Wales or the relevant law in any other country in the U.K.)) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights in any jurisdiction and by equitable principles (regardless of whether enforcement is sought in equity or at law)), superior to and prior to the rights of all third Persons...
Additional Security; Further Assurances; etc. (a) The Borrower will cause each Wholly-Owned Domestic Subsidiary or any other Person that becomes a Wholly-Owned Domestic Subsidiary after the Closing Date to promptly, but no later than 20 Business Days after the date on which such Person becomes a Domestic Subsidiary (as such date may be extended by the Required Lenders in their sole discretion), (i) become a Subsidiary Guarantor as described in the Guarantee Agreement by way of execution of a joinder agreement thereto substantially in the form attached thereto as Exhibit A and (ii) grant security interests over any Collateral as described in the Pledge and Security Agreement by way of execution of a joinder agreement thereto substantially in the form attached thereto as Exhibit 10.
Additional Security; Further Assurances; etc of the Credit Agreement, unless such Security has been granted under an existing Security Document; and
Additional Security; Further Assurances; etc. (a) Each of the Credit Parties will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Parties security interests in such assets of such Credit Party and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent (or otherwise required at such time pursuant to the Intercreditor Agreement) (collectively, the “Additional Security Documents”). All such security interests shall be granted pursuant to documentation reasonably satisfactory in form and substance
(b) Each of the Credit Parties will, and will cause each of the other Credit Parties to, at the expense of the Credit Parties, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of the Credit Parties will, and will cause the other Credit Parties to, deliver to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section
Additional Security; Further Assurances; etc. (a) Holdings and Borrower will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties
Additional Security; Further Assurances; etc. (a) If at any time Communications, the Borrower or any of their respective Restricted Subsidiaries grant a security interest in any of their assets or properties to support extensions of credit pursuant to the Existing Credit Agreement (as same is in effect from time to time), then Communications and the Borrower will, or will cause the respective Restricted Subsidiary to, provide for the granting of a security interest in such assets or properties to secure the Obligations pursuant to this Agreement, on substantially the same basis as is provided in the Collateral Documents as in effect on the Closing Date (after giving effect to the amendments required pursuant to Section 4). All such security interests shall be granted pursuant to documentation (the "Additional Security Documents") in a form which secures the Obligations under this Agreement on a second-priority basis in accordance with the provisions of Section 11 hereof.
(b) Communications and the Borrower shall, and shall cause each of their respective Restricted Subsidiaries to, defend the Collateral against all claims and demands of all Persons (other than the Secured Creditors) at any time claiming the same or any interest therein. Communications and the Borrower shall, and shall cause their respective Restricted Subsidiaries to, comply with the requirements of all state and federal laws in order to grant to the Secured Creditors valid and perfected first priority security interests in the Collateral, subject only to Liens permitted by this Agreement
Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each of the other Credit Parties to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests in such assets and properties (leased or owned) of the Borrower and the other Credit Parties as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the "Additional Security Documents"). All such security interests shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be paid in full.
(b) The Borrower will, and will cause each of the other Credit Parties to, at the expense of the Borrower, make, execute, endorse, acknowledge, file and/or deliver to the
Additional Security; Further Assurances; etc. (a) The Company will, and will cause the Subsidiary Guarantors to, grant to the Collateral Agent security interests and mortgages (each a "New Mortgage") in such owned Real Property (x) acquired after the Restatement Effective Date or (y) of a Subsidiary Guarantor owned on the date it first becomes a Subsidiary Guarantor or thereafter acquired, in each case as may be requested from time to time by the Agent. Such New Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except as are permitted by Section 8.
