Common use of Additional Security; Further Assurances Clause in Contracts

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, security interests and mortgages in such assets and properties of the Nexstar Entities as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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.

Appears in 2 contracts

Samples: Credit Agreement (Nexstar Finance Inc), Credit Agreement (Nexstar Finance Inc)

AutoNDA by SimpleDocs

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties (including Real Property) of the Nexstar Entities Borrower and such Subsidiary Guarantors which are of the type required to be pledged or assigned pursuant to the original Security Documents and as are not covered by the such original Security Documents, and as may be requested from time to time by the Administrative Agent Agents or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 2 contracts

Samples: Credit Agreement (Omniquip International Inc), And (Omniquip International Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, --------------------------------------- and will cause each of their respective its Domestic Subsidiaries (and to the extent that Section 7.14 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 2 contracts

Samples: Credit Agreement (Wesley Jessen Visioncare Inc), Credit Agreement (Wesley Jessen Visioncare Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors On the --------------------------------------- Restatement Effective Date and thereafter, at the reasonable request from time to time by the Administrative Agent, the Borrower will, and will cause each of their respective Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties (other than Real Property) of the Nexstar Entities as Borrower and such Subsidiary Guarantors, which assets and property are of the kind that are the subject of the Pledge Agreement and/or the Security Agreement and which are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Documents (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 2 contracts

Samples: Credit Agreement (Extended Stay America Inc), Credit Agreement (Extended Stay America Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Wholly-Owned Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties real property of the Nexstar Entities Borrower and its Wholly-Owned Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 2 contracts

Samples: Credit Agreement (Alliance Imaging Inc /De/), Credit Agreement (Alliance Imaging Inc /De/)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries (and subject to Section 7.13, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 2 contracts

Samples: Credit Agreement (Safelite Glass Corp), Credit Agreement (Carcomp Services Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower willSubject to Section 7.11, Holdings shall, and will shall cause each of their respective Subsidiaries the other Credit Parties to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages Mortgages in such assets and properties of Holdings and the Nexstar Entities 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 Majority Banks Required Lenders (collectively, the "Additional Security Documents"); provided, however, that no such request for a Mortgage on a parcel of Real Property may be made pursuant to this Section 7.12(a) unless such Real Property (or, in the case of a Leasehold, such Credit Party's Leasehold interest) has a fair market value of at least $500,000. All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid by Holdings and/or its Subsidiaries in full.

Appears in 2 contracts

Samples: Credit Agreement (Globe Manufacturing Corp), Credit Agreement (Globe Manufacturing Corp)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower --------------------------------------- will, and will cause each of their respective its Wholly-Owned Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities as Borrower and its Subsidiaries which are not covered by of the Security Documentstype required to be pledged, and as may be assigned or hypothecated pursuant to the Pledge Agreement to the extent requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages hypothecations superior to and prior to the rights of all third Persons and shall be enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 2 contracts

Samples: Credit Agreement (NRT Inc), Credit Agreement (NRT Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and will cause each of their respective its Domestic Subsidiaries (and to the extent that Section 7.13 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the Security Documents (other than those expressly excluded from the security created by the respective Security Documents), and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Nutraceutical International Corp)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and will cause each of their respective its Domestic Subsidiaries (and subject to Section 8.12, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the original Security DocumentsDocuments and/or Subsidiaries Guaranty as required by Section 9.15, and as may be reasonably requested from time to time by the Administrative Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Universal Compression Holdings Inc

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Each Credit Agreement Party will, and will cause each of their respective its Wholly-Owned Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties real property of the Nexstar Entities such Credit Agreement Party and its Wholly-Owned Domestic Subsidiaries as are not covered by the original Security DocumentsDocuments (or if so covered, are not subject to valid and as may be enforceable perfected security interests, hypothecations or mortgages on the terms specified in the immediately succeeding sentence), in each case to the extent requested from time to time by the Administrative Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and the Borrower and shall constitute valid and enforceable perfected security interests interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and shall be enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full. Notwithstanding the foregoing, this Section 8.11(a) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a mortgage in) any Leasehold or any owned Real Property, the fair market value of which (as determined in good faith by senior management of Holdings) is equal to or less than $500,000.

Appears in 1 contract

Samples: Credit Agreement (Quality Distribution Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries to, grant grant, to the extent permitted by applicable law, to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Borrower and its Domestic Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents")Required Lenders. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted LiensLiens (i) at the time of perfection thereof or (ii) arising and having priority by operation of law. 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 such Additional Security Documents (it being understood that perfection of Liens on intellectual property shall not be required outside the United States) and all taxes, fees and other charges payable in connection therewith shall be paid in fullfull by the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Eye Care Centers of America Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries (other than an Inactive Subsidiary) and, to the extent required by Section 9.13, each of its Foreign Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages Mortgages in such assets and properties of the Nexstar Entities Borrower and such Subsidiaries 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 Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Infousa Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors On the Effective Date and thereafter, at the reasonable request from time to time by the Lead Arranger, the Borrower will, and will cause each of their respective Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties (other than Real Property) of the Nexstar Entities as Borrower and such Subsidiary Guarantors, which assets and property are of the kind that are the subject of the Pledge Agreement and/or the Security Agreement and which are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Documents (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Lead Arranger and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Pledge Agreement (Extended Stay America Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Borrowers will, and will cause each of their respective Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages (each an "ADDITIONAL MORTGAGE") in such assets and properties owned Real Property of the Nexstar Entities as are not covered by Borrowers and their Subsidiaries acquired after the Security Documents, and Closing Date as may be requested from time to time by the Administrative Agent or the Majority Banks (collectivelyeach such Real Property, the an "Additional Security DocumentsADDITIONAL MORTGAGED PROPERTY"). All such security interests and mortgages Such Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liensas are permitted by Section 9.03. The Additional Security Documents Mortgages 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 Mortgages and all taxes, fees and other charges payable in connection therewith shall be have been paid in fullfull by the Borrowers.

Appears in 1 contract

Samples: Presstek Inc /De/

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, --------------------------------------- and will cause each of their respective Subsidiaries the Guarantors to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Borrower and the Guarantors as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"), it being understood that the Affiliated Business Guarantors shall not be required to grant additional security interests in assets and properties outside the scope of the Affiliated Business Security Agreement. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Physicians Quality Care Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors Within a reasonable time after acquisition of such assets and properties, the Borrower will, and will cause each of their respective its Subsidiaries and all other Credit Parties to, grant to the Collateral Agent or the Administrative Agent, for the benefit of the BanksSecured Parties, security interests and mortgages in such assets and properties of the Nexstar Mission Entities and other Credit Parties as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Lenders (collectively, the "Additional Security Documents"); provided that so long as there exists no Default, (i) motor vehicles other than Material Motor Vehicles shall not be required to be pledged as Collateral, and (ii) the Borrower shall not be required to provide Additional Security Documents with respect to Non-Significant Real Property. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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 or the Administrative Agent, at the request of the Administrative 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.

Appears in 1 contract

Samples: Credit Agreement (Mission Broadcasting Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors (i) In the event that the Borrower at any time acquires assets after the Effective Date (other than (x) the capital stock of any Subsidiary of the Borrower and (y) assets subject to a Lien permitted under Sections 7.01(vii) and (viii)) with a fair market value of $2,500,000 or more, the Borrower will, and (ii) the Borrower will cause Acme Steel and each of their respective Subsidiaries the other Granting Credit Parties to, in each case, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Borrower, Acme Steel and such other Granting Credit Parties, as applicable, as are not covered by the original Security Documents but are otherwise of a type covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative any Agent or the Majority Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Acme Metals Inc /De/)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower --------------------------------------- will, and will cause each of their respective its Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties real property of the Nexstar Entities Borrower and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably rea sonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Alliance Imaging of Michigan Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, security interests and mortgages in such assets and properties of the Nexstar Entities as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security ------------------- Documents"). All such security interests and mortgages shall be granted --------- pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Finance Holdings LLC)

Additional Security; Further Assurances. (a) The Within a reasonable time after acquisition of such assets and properties, the Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries and all other Credit Parties to, grant to the Collateral Agent or the Administrative Agent, for the benefit of the BanksSecured Parties, security interests and mortgages in such assets and properties of the Nexstar Entities and other Credit Parties as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Lenders (collectively, the "Additional Security Documents"); provided that so long as there exists no Default, (i) motor vehicles other than Material Motor Vehicles shall not be required to be pledged as Collateral, and (ii) the Borrower shall not be required to provide Additional Security Documents with respect to Non-Significant Real Property. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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 or the Administrative Agent, at the request of the Administrative 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.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, security interests and mortgages in such assets and properties of the Nexstar Entities as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting Group Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Wholly-Owned Domestic Subsidiaries (other than USI Securities, Inc.) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets Equity Interests, instruments and properties promissory notes owned by the Borrower or any of its Wholly-Owned Domestic Subsidiaries (other than USI Securities, Inc.), as the Nexstar Entities case may be, as constitute Collateral (as defined in the relevant Security Document), but are not effectively covered by the original Security Documents, and as may be in each case to the extent requested from time to time by the Administrative Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages hypothecations superior to and prior to the rights of all third Persons with respect to such Collateral enforceable as against third parties and shall be subject to no other Liens except except, in each case, for Permitted LiensLiens permitted under clauses (i), (ii), (x) and (xii) of Section 8.06. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Usi Holdings Corp)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each SUBJECT ALWAYS in any event to paragraph (c) of their respective Subsidiaries toSection 7.12, grant to the Collateral Agent, for the benefit of each of the BanksLenders, the Issuing Lender and the Agents, security interests and mortgages Liens in such assets and properties personal Properties of the Nexstar Entities Borrower and its Subsidiaries as are not covered by the Security Documents, Collateral Documents and as may be requested from time to time by the Administrative Agent or by the Majority Banks (collectively, the "Additional Security Documents")Lenders. All such security interests and mortgages Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent (collectively, "ADDITIONAL SECURITY DOCUMENTS"), and shall be effective to create in favor of the Collateral Agent, for the benefit of each of the Lenders, the Issuing Lender and the Borrower and shall constitute Agents, legal, valid and enforceable perfected security interests in and mortgages superior to Liens upon the Collateral described therein and prior to in the rights of all third Persons and shall be subject to no Liens except for Permitted Liensproceeds thereof. The Additional Security Documents or instruments Instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law Applicable Law in order to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Documents, and all taxes, fees and other charges payable in connection therewith shall be punctually paid in fullfull by the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Idg Books Worldwide Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and will cause each of their respective its Domestic Subsidiaries (and subject to Section 8.12, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and its Subsidiaries (other than Real Property) as are not covered by the original Security DocumentsDocuments and/or Subsidiaries Guaranty as required by Section 9.15, and as may be reasonably requested from time to time by the Administrative Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Universal Compression Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower --------------------------------------- will, and will cause each of their respective its Wholly-Owned Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties real property of the Nexstar Entities Borrower and its Wholly-Owned Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Alliance Imaging Inc /De/)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages (each an "Additional Mortgage") in such assets and properties owned Real Property of the Nexstar Entities as are not covered by Borrower and its -------------------- Subsidiaries acquired after the Security Documents, and Restatement Effective Date as may be requested from time to time by the Administrative Agent or the Majority Banks (collectivelyeach such Real Property, the an "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages Such Additional Mortgages shall be granted ------------------------------ pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages 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 Mortgages and all taxes, fees and other charges payable in connection therewith shall be have been paid in fullfull by the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Geo Specialty Chemicals Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries (other than an Inactive Subsidiary) and, to the extent required by Section 8.15, each of its Foreign Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages Mortgages in such assets and properties of the Nexstar Entities Borrower and such Subsidiaries 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 Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Infousa Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Subsidiaries that are not Regulated Insurance Companies or Subsidiaries of a Regulated Insurance Company to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Borrower and its Subsidiaries that are not Regulated Insurance Companies as are not covered by the Security Documentsoriginal Pledge Agreement, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"), provided that no such Liens shall be required to be created in respect of any interest in any asset unless such asset has a fair market value of more than $750,000. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Highlands Insurance Group Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and Except to the Borrower extent prohibited in connection with any Transaction Indebtedness permitted to be incurred in connection with one or more Acquisitions permitted pursuant to Section 7.02(c), at the request of the Lender, MobilePro, at its expense, will, and will cause each other member of their respective Subsidiaries the Davel Group to, grant to the Collateral Agent, for the benefit of the Banks, Lender security interests and mortgages in such assets all real property and properties personal property acquired after the Closing Date (in the case of the Nexstar Entities as are not covered by the Security Documentsreal property, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security DocumentsADDITIONAL MORTGAGES"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Lender and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liensas are permitted by Section 7.03. The Additional Security Documents Mortgages, additional security documentation or instruments related thereto shall be have been 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 Lender required to be granted pursuant to the Additional Security Documents Mortgages and additional security documentation and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Davel Communications Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, security interests and mortgages in such assets and properties of the Nexstar Entities as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents"). All such security interests and ----------------------------- mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting of the Wichita Falls LLC)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, --------------------------------------- and will cause each of their respective its Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties real property of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (SMT Health Services Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, --------------------------------------- and will cause each of their respective its Domestic Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages (each, an "Additional Mortgage") in such assets and properties owned Real Property of the Nexstar Entities as are Borrower and its Subsidiaries that is not covered by owned or subject to a Mortgage on the Security Documents, and Initial Borrowing Date as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents")Agent. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or instruments related thereto shall be have been 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 Mortgages and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Hci Direct Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties (including Real Property) of the Nexstar Entities Borrower and such Subsidiary Guarantors which are of the type required to be pledged or assigned pursuant to the original Security Documents and as are not covered by the such original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Required Lenders, except, in the case of Leaseholds, to the extent such security interest or mortgage is not permitted pursuant to the terms of such Leasehold (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be 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 (other than Liens on motor vehicles) 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Too Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets Equity Interests, instruments and properties promissory notes owned by the Borrower or any of its Wholly-Owned Domestic Subsidiaries, as the Nexstar Entities case may be, as are not effectively covered by the original Security Documents, and as may be in each case to the extent requested from time to time by the Administrative Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages hypothecations superior to and prior to the rights of all third Persons with respect to such Collateral enforceable as against third parties and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Usi Holdings Corp)

Additional Security; Further Assurances. (a) The Parent Guarantors and Upon the Borrower willoccurrence of any merger or other corporate reorganization (including a contribution of assets) affecting a Credit Party or a Subsidiary of Fimalac S.A. the shares of which are pledged pursuant to the Security Documents (the "Affected Subsidiary"), and the parent of the Affected Subsidiary will cause each of their respective Subsidiaries to, grant to the Collateral Agent, for the benefit Security Agent security interests in such shares of the Banks, security interests and mortgages in such assets and properties Affected Subsidiary (or of the Nexstar Entities surviving entity if not the Affected Subsidiary) as are not covered by the original Security DocumentsDocuments (including, without limitation, security interests over the shares of Target and its Subsidiaries), and as may be requested from time to time by the Administrative Security Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Security Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 Security Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Facilities Agreement (Fsa Acquisition Corp)

Additional Security; Further Assurances. (a) The Parent Guarantors On the Initial --------------------------------------- Borrowing Date and thereafter, at the reasonable request from time to time by the Administrative Agent, the Borrower will, and will cause each of their respective Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties (other than Real Property) of the Nexstar Entities as Borrower and such Subsidiary Guarantors, which assets and property are of the kind that are the subject of the Pledge Agreement and/or the Security Agreement and which are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Documents (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Security Agreement (Extended Stay America Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and will cause each of their respective its U.S. Subsidiaries (and subject to Section 7.16, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the Security Documents, and as may be reasonably requested from time to time by the Administrative Agents, the Collateral Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to each of the Administrative Agent Agents and the Borrower Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Dade Behring Inc)

Additional Security; Further Assurances. (a) The To the extent the same shall hereafter be delivered pursuant to the First Lien Documents, within a reasonable time after acquisition of such assets and properties, the Parent Guarantors and the Borrower Issuers will, and will cause each of their respective Subsidiaries and all other Credit Parties to, grant to the Collateral Agent, for the benefit of the BanksHolders, security interests and mortgages in such assets and properties of the Nexstar Entities Subsidiaries and other Credit Parties as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Documents (collectively, the "Additional Security Documents"); provided that, so long as there exists no Default, (i) motor vehicles other than Material Motor Vehicles shall not be required to be pledged as Collateral, and (ii) the Issuers shall not be required to provide Additional Security Documents with respect to Non-Significant Real Property. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons (except the First Lien Lenders) and shall be subject to no 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 or the Trustee 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.

Appears in 1 contract

Samples: Indenture (Nexstar Broadcasting Group Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and will cause each of their respective its Domestic Subsidiaries (other than Fidata and River Medical) (and, subject to Section 7.14, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and such Subsidiaries as are not covered by the original Security Documents, Documents and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents") provided that neither Holdings nor any such Subsidiary shall be required to grant any security interest or mortgage in any asset subject to a Lien permitted under Section 8.03(k), (m), (n) or (p). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 Documents, and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Advanced Medical Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Company will, and will cause each of their respective its Material Subsidiaries to, grant grant, to the extent permitted by applicable law, to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Company and its Material Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, and as may be amended, modified or supplemented from time to time, the "Additional Security Documents")) except for Receivables of the Company and its Subsidiaries which are sold pursuant to the Permitted Receivables Financing. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be 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 (it being understood that perfection of Liens on intellectual property shall not be required outside the United States) and all taxes, fees and other charges payable in connection therewith shall be paid in fullfull by the Company.

Appears in 1 contract

Samples: Credit Agreement (Fisher Scientific International Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries (and, to the extent Section 8.12 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit Agent security interests in such personal property of the Banks, security interests Borrower and mortgages in such assets and properties of the Nexstar Entities its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute Agent, in each case constituting valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Security Agreement (Symons Corp)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries (other than an Inactive Subsidiary) and, to the extent required by Section 8.13, each of its Foreign Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages Mortgages in such assets and properties of the Nexstar Entities Borrower and such Subsidiaries 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 Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Infousa Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries (other than an Inactive Subsidiary) and, to the extent required by Section 9.13, each of infoUSA Credit Agreement its Foreign Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages Mortgages in such assets and properties of the Nexstar Entities Borrower and such Subsidiaries 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 Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Infousa Inc)

AutoNDA by SimpleDocs

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and will cause each of their respective its Domestic Subsidiaries (and, to the extent Section 7.13 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages (an "Additional Mortgage") in such assets Real Property of Holdings and properties of the Nexstar Entities its Domestic Subsidiaries as are not covered by the Security Documentsoriginal Mortgages, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectivelyeach such Real Property, the an "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages Additional Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents Mortgages or instruments related thereto shall be have been 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 Mortgages and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Waters Corp /De/)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Each Credit Agreement Party will, and will cause each of their respective its Wholly-Owned Domestic Subsidiaries (and to the extent Section 8.12 is operative, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties real property of the Nexstar Entities such Credit Agreement Party and its Wholly-Owned Domestic Subsidiaries as are not covered by the original Security DocumentsDocuments (or if so covered, are not subject to valid and as may be enforceable perfected security interests, hypothecations or mortgages on the terms specified in the immediately succeeding sentence), in each case to the extent requested from time to time by the Administrative Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and the Borrower and shall constitute valid and enforceable perfected security interests interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and shall be enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full. Notwithstanding the foregoing, this Section 8.11(a) shall not apply to (and Holdings and its Subsidiaries shall not be required to grant a mortgage in) any Leasehold or any owned Real Property, the fair market value of which (as determined in good faith by senior management of Holdings) is equal to or less than $500,000.

Appears in 1 contract

Samples: Credit Agreement (Quality Distribution Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, security interests and mortgages in such assets and properties of the Nexstar Mission Entities as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Finance Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors Each of SCIS and the Borrower Caterair will, and will cause each of their its respective Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties Real Property of the Nexstar Entities such Credit Party as are not covered by the Security DocumentsExisting Mortgages, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, or as may be required to be granted from time to time pursuant to the "Additional Security Documents")SCIS Credit Agreement. All such security interests and mortgages shall be granted pursuant to documentation Mortgages reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents Such Mortgages or instruments related thereto shall be have been 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 such Mortgages and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Pledge Agreement (Sky Chefs Argentine Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries toSubsidiary Guarantor, if any, to grant to the Collateral Agent, for the benefit of the Banks, Administrative Agent security interests and mortgages in such assets and properties of the Nexstar Entities Borrower and the Subsidiary Guarantors 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 Majority Banks Required Lenders (collectively, the "Additional Security Documents"); provided that neither the Borrower nor any of its Subsidiaries shall be required to grant a security interest in any of its assets to the extent same would not be permitted under any law applicable to the Borrower or such Subsidiary, as such determination is reasonably agreed to by the Administrative Agent. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Weblink Wireless Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries and all other Credit Parties to, grant to the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, for the benefit of the BanksSecured Parties, security interests and mortgages in such assets and properties of the Nexstar Entities and other Credit Parties as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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 or the Administrative Agent, at the request of the Administrative 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.

Appears in 1 contract

Samples: Shared Services Agreement (Nexstar Broadcasting Group Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Subsidiaries to, grant to the Collateral Agent, for the benefit of the BanksLenders, security interests and mortgages in such assets and properties of the Nexstar Mission Entities as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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.

Appears in 1 contract

Samples: Credit Agreement (Mission Broadcasting Inc)

Additional Security; Further Assurances. (a) The Each Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Lender security interests and mortgages (each, an "Additional Mortgage") in such assets and properties Real Property or Leaseholds of the Nexstar Entities as are not covered by the Security Documents, and Parent or any of its Subsidiaries as may be requested from time to time by the Administrative Agent Lender (each such Real Property or the Majority Banks (collectivelyLeasehold, the an "Additional Security DocumentsMortgaged Property"). All such security interests and mortgages Additional Mortgages shall be granted pursuant to documentation in such form as is reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Lender and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted LiensEncumbrances. The Additional Security Documents Mortgages or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as 10 14 are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent Lender required to be granted pursuant to the Additional Security Documents Mortgages and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Jacor Communications Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Each Borrower --------------------------------------- will, and will cause each of their respective its Wholly-Owned Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties real property of such Borrower and its Subsidiaries which are of the Nexstar Entities type required to be pledged, assigned or hypothecated pursuant to the original Security Documents and as are not covered by the such original Security Documents, and as may be in each case to the extent requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Collateral Agent and the Borrower and shall constitute valid and enforceable perfected security interests interests, hypothecations and mortgages superior to and prior to the rights of all third Persons and shall be enforceable as against third parties and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (MTL Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries toSubsidiary Guarantor, if any, to grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Borrower and the Subsidiary Guarantors as are not covered by the original Security Documents, and as may be reasonably requested from time to time by the Administrative any Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents")) , provided that neither the Borrower nor any of its Subsidiaries shall be required to grant a security interest in any of its assets to the extent same would not be permitted under any law applicable to the Borrower or such Subsidiary, as such determination is reasonably agreed to by the Administrative Agent. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Pagemart Wireless Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Subsidiaries and all other Credit Parties to, grant to the Collateral Agent or the Administrative Agent, at the request of the Administrative Agent, for the benefit of the BanksSecured Parties, security interests and mortgages in such assets and properties of the Nexstar Mission Entities and other Credit Parties as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the 5432461v.2 25690/685 Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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 or the Administrative Agent, at the request of the Administrative 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.

Appears in 1 contract

Samples: Shared Services Agreement (Mission Broadcasting Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and will cause each of their respective its U.S. Subsidiaries (and subject to Section 7.15, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the Security Documents, and as may be reasonably requested from time to time by the Administrative Agents, the Collateral Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Dade Behring Holdings Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and will cause each of their respective its Domestic Subsidiaries (and subject to Section 7.13, Foreign Subsidiary) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Documents (collectively, the "Additional Security Documents"), other than real property with a fair market value of less than $500,000 and vehicles. The Borrower shall give the Agent prompt written notice after any Credit Party becomes aware of the acquisition or creation of any such material assets and properties. All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Pine Holdings Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries (and to the extent Section 7.13 is operative, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Borrower and its Subsidiaries as are not -51- 58 covered by the initial Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (McMS Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries the Subsidiary Guarantors to, grant to the Collateral Agent, for the benefit of the Banks, Administrative Agent security interests and mortgages in such assets and properties (including Real Property) of the Nexstar Entities Borrower and such Subsidiary Guarantors which are of the type required to be pledged or assigned pursuant to the original Security Documents and as are not covered by the such original Security Documents, and as may be requested from time to time by the Administrative Agent Agents or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Agents and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 Administrative Agent required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Doubletree Corp)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and will cause each of their respective its Subsidiaries (other than the Receivables Entity) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties real property of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Credit Parties acknowledge that, pursuant to the Orders, the Liens granted from time to time pursuant to the Additional Security Documents shall be perfected without recordation of any financing statements, notices of security interest or other similar instruments. In addition, the Additional Security Documents or instruments related thereto shall be have been duly recorded or filed in such manner and in such places as are required by law the Agent deems necessary or desirable 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 have been paid in full.

Appears in 1 contract

Samples: American Pad & Paper Co

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, --------------------------------------- and will cause each of their respective its U.S. Subsidiaries (and subject to Section 7.16, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the Security Documents, and as may be reasonably requested from time to time by the Administrative Agents, the Collateral Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to each of the Administrative Agent Agents and the Borrower Collateral Agent and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Dade Behring Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and No later than 30 days following the Consolidation Date, the Borrower will, and will cause each of their respective Subsidiaries to, grant shall deliver to the Collateral AgentAgent a duly authorized and executed counterpart or counterparts of deeds of trust, for the benefit of the Banks, security interests mortgages and mortgages in such assets and properties of the Nexstar Entities as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory similar documents in form and substance reasonably satisfactory to the Administrative Agent and (the "Additional Mortgages") covering all of the Real Property owned by the Borrower and not subject to Mortgages on the Consolidation Date (x) which Additional Mortgages shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The as permitted by Section 8.03 and (y) which Additional Security Documents Mortgages (or instruments related thereto thereto) shall be have been 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 thereunder and all taxes, fees and other charges payable in connection therewith shall be have been paid in full, with each such Additional Mortgage to be accompanied by mortgage policies relating thereto reasonably satisfactory to the Agent.

Appears in 1 contract

Samples: Consolidation And (Universal Outdoor Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Each Borrower will, and will cause each of their respective its Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, security interests and mortgages in such assets and properties of the Nexstar Entities such Credit Parties as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents"). All such ----------------------------- security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Borrowers and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no 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.

Appears in 1 contract

Samples: Credit Agreement (Nexstar Broadcasting of the Wichita Falls LLC)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Company will, and will cause each of their respective Subsidiaries the other Credit Parties to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages Mortgages in or Collateral Assignment of Leases of such Real Property acquired by the Company or such other Credit Parties after the Restatement Effective Date (or at the time of the acquisition or creation, after the Restatement Effective Date, of any Subsidiary having an ownership or leasehold interest in such assets and properties of the Nexstar Entities as are not covered by the Security Documents, Real Property) and as may be reasonably requested from time to time by the Administrative Agent or the Majority Banks (collectivelyRequired Lenders, it being understood and agreed that, in any event, upon the "Additional Security Documents")termination of the existing Liens encumbering the Atlantic Properties, Neff Machinery shall grant mortgages to the Collateral Agent in respexx xf such Atlantic Properties. All such security interests and interests, mortgages and/or Collateral Assignment of Leases shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Such Security Documents or instruments related thereto shall be have been 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 such Security Documents and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Neff Corp)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of Real Property acquired after the Nexstar Entities as are not covered by the Security Documents, and Initial Borrowing Date as may be reasonably requested from time to time by the Administrative Agent or and/or the Majority Required Banks (collectively, the "Additional Security DocumentsMortgages"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and and/or the Borrower Required Banks and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liensas are permitted by Section 8.03. The Additional Security Documents Mortgages or instruments related thereto shall be have been 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 Mortgages and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Amtrol Inc /Ri/)

Additional Security; Further Assurances. (a) The Parent Guarantors and Except to the Borrower extent prohibited in connection with any Transaction Indebtedness permitted to be incurred in connection with one or more Acquisitions permitted pursuant to Section 7.02(c), at the request of the Lender, MobilePro, at its expense, will, and will cause each other member of their respective Subsidiaries the Davel Group to, grant to the Collateral Agent, for the benefit of the Banks, Lender security interests and mortgages in such assets all real property and properties personal property acquired after the Closing Date (in the case of the Nexstar Entities as are not covered by the Security Documentsreal property, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents"Mortgages ”). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower Lender and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liensas are permitted by Section 7.03. The Additional Security Documents Mortgages, additional security documentation or instruments related thereto shall be have been 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 Lender required to be granted pursuant to the Additional Security Documents Mortgages and additional security documentation and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Mobilepro Corp)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries (and subject to Section 7.13, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Borrower and its Domestic Subsidiaries (and, subject to Section 7.13, its Foreign Subsidiaries) as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Labtec Inc /Ma)

Additional Security; Further Assurances. (a) The Parent Guarantors and Each of the Borrower and Caterair will, and will cause each of their its respective Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties Real Property of the Nexstar Entities such Credit Party as are not covered by the Security DocumentsExisting Mortgages, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, or as may be required to be granted from time to time pursuant to the "Additional Security Documents")Caterair Credit Agreement. All such security interests and mortgages shall be granted pursuant to documentation Mortgages reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Liens superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents Such Mortgages or instruments related thereto shall be have been 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 such Mortgages and all taxes, fees and other charges payable in connection therewith shall be have been paid in full.

Appears in 1 contract

Samples: Pledge Agreement (Sky Chefs Argentine Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries to, grant Grant to the Collateral Agent, for the benefit of each of the BanksLenders, the Issuing Lender and the Agents, security interests and mortgages Liens in such assets and properties personal Property of the Nexstar Entities Parent Company, the Borrower and their Subsidiaries as are not covered by the Security Documents, Collateral Documents and as may be requested from time to time by the Administrative Agent or by the Majority Banks (collectively, the "Additional Security Documents")Required Lenders. All such security interests and mortgages Liens shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent (collectively, "ADDITIONAL SECURITY DOCUMENTS"), and shall be effective to create in favor of the Collateral Agent, for the benefit of each of the Lenders, the Issuing Lender and the Borrower and shall constitute Agents, legal, valid and enforceable perfected security interests in and mortgages superior to Liens upon the Collateral described therein and prior to in the rights of all third Persons and shall be subject to no Liens except for Permitted Liensproceeds thereof. The Additional Security Documents or instruments Instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law Applicable Law in order to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents Documents, and all taxes, fees and other charges payable in connection therewith shall be punctually paid in fullfull by the Parent Company and the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Regent Communications Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower Holdings will, and --------------------------------------- will cause each of their respective its Domestic Subsidiaries (and subject to Section 7.16, each of its Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties of the Nexstar Entities Holdings and its Subsidiaries as are not covered by the Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Dade International Inc)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective its Domestic Subsidiaries and the French Borrower (and to the extent Section 8.12 is operative, each of its other Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages in such assets and properties real property (it being understood that Real Property having a fair market value of the Nexstar Entities less than $500,000 shall not be subject to this Section 8.11(a)) of Parent and its Subsidiaries as are not covered by the original Security Documents, and as may be requested from time to time by the Administrative Agent or the Majority Required Banks (collectively, the "Additional Security Documents"). All such security interests and mortgages shall be granted (i) in the case of Real Property, pursuant to the documentation and applicable terms set forth in Section 5.13 and (ii) in the case of other assets, pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute Agent; in each case constituting valid and enforceable perfected security interests and and/or mortgages superior to and prior to the rights of all third Persons and shall be subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall be have been 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 have been paid in full.

Appears in 1 contract

Samples: Credit Agreement (Tristar Aerospace Co)

Additional Security; Further Assurances. (a) The Parent Guarantors and the Borrower will, and will cause each of their respective Subsidiaries Subsidiary Guarantor to, grant to the Collateral Agent, for the benefit of the Banks, Agent security interests and mortgages Mortgages in such assets and properties of the Nexstar Entities Borrower and such Subsidiaries 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 Majority Banks Required Lenders (collectively, the "Additional Security Documents"). All such security interests and mortgages Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Borrower and shall constitute valid and enforceable perfected security interests and mortgages Mortgages superior to and prior to the rights of all third Persons and shall be 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 have been paid in full. Without limiting the generality of the foregoing, immediately following the consummation of the OneSource Acquisition, the Target Companies shall become parties to the Security Agreement, and the Pledge Agreement.

Appears in 1 contract

Samples: Credit Agreement (Infousa Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!