Agreement to Grant Acceptable Security Interest. (a) Cause each Loan Party to grant to the Administrative Agent an Acceptable Security Interest in any property of such Person now owned or hereafter acquired, other than the Excluded Property. (b) Without limiting the generality of Section 5.09(a), upon the acquisition by any Loan Party after the Closing Date of (i) any fee interest in any real property or (ii) any other material property, in each case other than any Excluded Property and other than any such property in which the Administrative Agent shall already have an Acceptable Security Interest, the Borrower shall, all at the expense of the Borrower, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such acquisition: (i) furnish to the Administrative Agent a reasonably detailed description of the property so acquired; (ii) cause the applicable Loan Party to execute and deliver to the Administrative Agent one or more Security Documents (including, in the case of any such fee interest in real property, a Mortgage), to file financing statements under the applicable UCC and to take all such further action as may reasonably be requested by the Administrative Agent in order to create an Acceptable Security Interest in such property; and (iii) together with any Mortgage delivered pursuant to clause (ii) above, deliver the items referred to in Sections 3.01(a)(xii) and 5.14. (c) Cause each Loan Party to provide to the Administrative Agent such information with respect to aircraft, motor vehicles, certificated equipment and other assets of the Loan Parties subject to certificates of title as the Administrative Agent may reasonably request from time to time and, in the event that the book value, determined as of the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.06(a) or 5.06(b), of any such aircraft, motor vehicle, certificated equipment or other asset is greater than $150,000, then the Loan Parties shall, at the request of the Administrative Agent, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent) thereof, grant to the Administrative Agent an Acceptable Security Interest in such motor vehicle or other asset. (d) Notwithstanding anything to the contrary set forth herein or in any other Loan Document: (i) The Loan Parties shall not be required to take any actions to perfect Administrative Agent’s Liens on any of the following types of Collateral, (including providing notice of the existence or acquisition thereof) to the extent not automatically perfected or perfected by the filing of a UCC financing statement: (A) payroll accounts (or accounts solely for payment of workers’ compensation and similar obligations), disbursement accounts, escrow accounts, trust accounts and any other deposit account or securities account with less than $1,000,000 on deposit therein at any time on an individual basis (but not to exceed $5,000,000 on deposit therein for all such other deposit accounts and securities accounts at any time on an aggregate basis, but the Loan Parties will be required to perfect the Administrative Agent’s Liens on any such other deposit account or securities account over which the ABL Representative has control through a control agreement), (B) unless requested by the Administrative Agent, aircraft, vessels, motor vehicles, rolling stock or other assets subject to certificates of title, if the value of such Collateral on an individual basis is less than $150,000, (C) chattel paper and promissory notes (other than the Global Intercompany Note) with a value, individually and in the aggregate, of less than $500,000, (D) commercial tort claims with a value, individually, of less than $1,000,000, (E) letter of credit rights having a value of less than $1,000,000 (it being understood that the Loan Parties shall only be required to use commercially reasonable efforts to perfect by control Liens on letter of credit rights above such amount) and (F) unless requested by the Administrative Agent, any rights or interests in any owned real property that, together with the improvements thereon, has a book value or fair value of less than $1,000,000. (ii) The Loan Parties shall not be required to take any actions outside the United States to create or perfect Administrative Agent’s Liens on any Collateral; provided that the foregoing limitation shall not apply to the pledge of the Equity Interests of any Canadian Subsidiary. (iii) The Loan Parties shall not be required to obtain any lien waiver or any other subordination agreement, collateral access agreement or a similar agreement from a lessor, customer, bailee or other third party storing or holding inventory of the Loan Parties (unless any such waiver or agreement is delivered in favor of the ABL Representative). (iv) The Loan Parties shall not be required to obtain any consents or approvals to the assignment to the Administrative Agent of any license, contract or other agreement under which any Loan Party has any rights. (e) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, (i) the Administrative Agent shall be permitted, in circumstances where it determines that the cost of obtaining or perfecting a security interest in particular property is excessive in relation to the benefit afforded to the Lenders thereby, to exclude such property from the security creation and perfection requirements set forth herein or in any other Loan Document and (ii) the Administrative Agent may grant extensions of time for the creation of a security interest in or perfection of Liens on particular property (including extensions beyond the Closing Date for the creation of a security interest in or Liens on the property of the Loan Parties on such date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
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Samples: Credit Agreement (Willbros Group, Inc.\NEW\), Credit Agreement (Willbros Group, Inc.\NEW\)
Agreement to Grant Acceptable Security Interest. (a) Cause each Loan Party to grant to the Administrative Agent an Acceptable Security Interest in any property of such Person now owned or hereafter acquired, other than the Excluded Property.
(b) Without limiting the generality of Section 5.09(a), upon the acquisition by any Loan Party after the Closing Date of (i) any fee interest in any real property or (ii) any other material property, in each case other than any Excluded Property and other than any such property in which the Administrative Agent shall already have an Acceptable Security Interest, the Borrower shall, all at the expense of the Borrower, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such acquisition:
(i) furnish to the Administrative Agent a reasonably detailed description of the property so acquired;
(ii) cause the applicable Loan Party to execute and deliver to the Administrative Agent one or more Security Documents (including, in the case of any such fee interest in real property, a Mortgage), to file financing statements under the applicable UCC and to take all such further action as may reasonably be requested by the Administrative Agent in order to create an Acceptable Security Interest in such property; and
(iii) together with any Mortgage delivered pursuant to clause (ii) above, deliver the items referred to in Sections 3.01(a)(xii) and 5.14.
(c) Cause each Loan Party to provide to the Administrative Agent such information with respect to aircraft, motor vehicles, certificated equipment and other assets of the Loan Parties subject to certificates of title as the Administrative Agent may reasonably request from time to time and, in the event that the book value, determined as of the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.06(a) or 5.06(b), of any such aircraft, motor vehicle, certificated equipment or other asset is greater than $150,000, then the Loan Parties shall, at the request of the Administrative Agent, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent) thereof, grant to the Administrative Agent an Acceptable Security Interest in such motor vehicle or other asset.
(d) Notwithstanding anything to the contrary set forth herein or in any other Loan Document:
(i) The Loan Parties shall not be required to take any actions to perfect Administrative Agent’s Liens on any of the following types of Collateral, (including providing notice of the existence or acquisition thereof) to the extent not automatically perfected or perfected by the filing of a UCC financing statement: (A) payroll accounts (or accounts solely for payment of workers’ compensation and similar obligations), disbursement accounts, escrow accounts, trust accounts and any other deposit account or securities account with less than $1,000,000 on deposit therein at any time on an individual basis (but not to exceed $5,000,000 on deposit therein for all such other deposit accounts and securities accounts at any time on an aggregate basis, but the Loan Parties will be required to perfect the Administrative Agent’s Liens on any such other deposit account or securities account over which the ABL Representative has control through a control agreement), (B) unless requested by the Administrative Agent, aircraft, vessels, motor vehicles, rolling stock or other assets subject to certificates of title, if the value of such Collateral on an individual basis is less than $150,000, (C) chattel paper and promissory notes (other than the Global Intercompany Note) with a value, individually and in the aggregate, of less than $500,000, (D) commercial tort claims with a value, individually, of less than $1,000,000, (E) letter of credit rights having a value of less than $1,000,000 (it being understood that the Loan Parties shall only be required to use commercially reasonable efforts to perfect by control Liens on letter of credit rights above such amount) and (F) unless requested by the Administrative Agent, any rights or interests in any owned real property that, together with the improvements thereon, has a book value or fair value of less than $1,000,000.
(ii) The Loan Parties shall not be required to take any actions outside the United States to create or perfect Administrative Agent’s Liens on any Collateral; provided that the foregoing limitation shall not apply to the pledge of the Equity Interests of any Canadian Subsidiary.
(iii) The Loan Parties shall not be required to obtain any lien waiver or any other subordination agreement, collateral access agreement or a similar agreement from a lessor, customer, bailee or other third party storing or holding inventory of the Loan Parties (unless any such waiver or agreement is delivered in favor of the ABL Representative).
(iv) The Loan Parties shall not be required to obtain any consents or approvals to the assignment to the Administrative Agent of any license, contract or other agreement under which any Loan Party has any rights.
(e) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, (i) the Administrative Agent shall be permitted, in circumstances where it determines that the cost of obtaining or perfecting a security interest in particular property is excessive in relation to the benefit afforded to the Lenders thereby, to exclude such property from the security creation and perfection requirements set forth herein or in any other Loan Document and (ii) the Administrative Agent may grant extensions of time for the creation of a security interest in or perfection of Liens on particular property (including extensions beyond the Closing Date for the creation of a security interest in or Liens on the property of the Loan Parties on such date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.,
Appears in 1 contract
Agreement to Grant Acceptable Security Interest. (a) Cause each Loan Party to grant to the Administrative Agent an Acceptable Security Interest in any property of such Person now owned or hereafter acquired, other than the Excluded Property.
(b) Without limiting the generality of Section 5.09(a), upon the acquisition by any Loan Party after the Closing Date of (i) any fee interest in any real property or (ii) any other material property, in each case other than any Excluded Property and other than any such property in which the Administrative Agent shall already have an Acceptable Security Interest, the Borrower shall, all at the expense of the Borrower, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such acquisition:
(i) furnish to the Administrative Agent a reasonably detailed description of the property so acquired;
(ii) cause the applicable Loan Party to execute and deliver to the Administrative Agent one or more Security Documents (including, in the case of any such fee interest in real property, a Mortgage), to file financing statements under the applicable UCC and to take all such further action as may reasonably be requested by the Administrative Agent in order to create an Acceptable Security Interest in such property; and
(iii) together with any Mortgage delivered pursuant to clause (ii) above, deliver the items referred to in Sections 3.01(a)(xii) and 5.14.
(c) Cause each Loan Party to provide to the Administrative Agent such information with respect to aircraft, motor vehicles, certificated equipment and other assets of the Loan Parties subject to certificates of title as the Administrative Agent may reasonably request from time to time and, in the event that the book value, determined as of the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.06(a) or 5.06(b), of any such aircraft, motor vehicle, certificated equipment or other asset is greater than $150,000, then the Loan Parties shall, at the request of the Administrative Agent, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent) thereof, grant to the Administrative Agent an Acceptable Security Interest in such motor vehicle or other asset.
(d) Notwithstanding anything to the contrary set forth herein or in any other Loan Document:
(i) The Loan Parties shall not be required to take any actions to perfect Administrative Agent’s Liens on any of the following types of Collateral, (including providing notice of the existence or acquisition thereof) to the extent not automatically perfected or perfected by the filing of a UCC financing statement: (A) payroll accounts (or accounts solely for payment of workers’ compensation and similar obligations), disbursement accounts, escrow accounts, trust accounts and any other deposit account or securities account with less than $1,000,000 on deposit therein at any time on an individual basis (but not to exceed $5,000,000 on deposit therein for all such other deposit accounts and securities accounts at any time on an aggregate basis, but the Loan Parties will be required to perfect the Administrative Agent’s Liens on any such other deposit account or securities account over which the ABL Representative has control through a control agreement), (B) unless requested by the Administrative Agent, aircraft, vessels, motor vehicles, rolling stock or other assets subject to certificates of title, if the value of such Collateral on an individual basis is less than $150,000, (C) chattel paper and promissory notes (other than the Global Intercompany Note) with a value, individually and in the aggregate, of less than $500,000, (D) commercial tort claims with a value, individually, of less than $1,000,000, (E) letter of credit rights having a value of less than $1,000,000 (it being understood that the Loan Parties shall only be required to use commercially reasonable efforts to perfect by control Liens on letter of credit rights above such amount) and (F) unless requested by the Administrative Agent, any rights or interests in any owned real property that, together with the improvements thereon, has a book value or fair value of less than $1,000,000.
(ii) The Loan Parties shall not be required to take any actions outside the United States to create or perfect Administrative Agent’s Liens on any Collateral; provided that the foregoing limitation shall not apply to the pledge of the Equity Interests of any Canadian Subsidiary.
(iii) The Loan Parties shall not be required to obtain any lien waiver or any other subordination agreement, collateral access agreement or a similar agreement from a lessor, customer, bailee or other third party storing or holding inventory of the Loan Parties (unless any such waiver or agreement is delivered in favor of the ABL Representative).
(iv) The Loan Parties shall not be required to obtain any consents or approvals to the assignment to the Administrative Agent of any license, contract or other agreement under which any Loan Party has any rights.
(e) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, (i) the Administrative Agent shall be permitted, in circumstances where it determines that the cost of obtaining or perfecting a security interest in particular property is excessive in relation to the benefit afforded to the Lenders thereby, to exclude such property from the security creation and perfection requirements set forth herein or in any other Loan Document and (ii) the Administrative Agent may grant extensions of time for the creation of a security interest in or perfection of Liens on particular property (including extensions beyond the Closing Date for the creation of a security interest in or Liens on the property of the Loan Parties on such date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
Appears in 1 contract
Agreement to Grant Acceptable Security Interest. (a) Cause each Loan Party to grant to the Administrative Collateral Agent an Acceptable Security Interest in any property of such Person now owned or hereafter acquired, other than the Excluded Property.
(b) Without limiting the generality of Section 5.09(a), upon the acquisition by any Loan Party after the Closing Effective Date of (i) any fee interest in any real property or (ii) any other material property, in each case other than any Excluded Property and other than any such property in which the Administrative Collateral Agent shall already have an Acceptable Security Interest, the Borrower Parent shall, all at the expense of the BorrowerParent, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretionAgent) after such acquisition:
(i) furnish to the Administrative Collateral Agent a reasonably detailed description of the property so acquired;acquired and
(ii) cause the applicable Loan Party to execute and deliver to the Administrative Collateral Agent one or more Security Documents (including, in the case of any such fee interest in real property, a Mortgage), to file financing statements under the applicable UCC and to take all such further action as may reasonably be requested by the Administrative Collateral Agent in order to create an Acceptable Security Interest in such property; and
(iii) together with any Mortgage delivered pursuant to clause (ii) above, deliver the items referred to in Sections 3.01(a)(xii) and 5.14.
(c) Cause each Loan Party to provide to the Administrative Collateral Agent such information with respect to aircraft, motor vehicles, certificated equipment vehicles and other assets of the Loan Parties subject to certificates of title as the Administrative Collateral Agent may reasonably request from time to time and, in the event that the book value, determined as of the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.06(a) or 5.06(b), of any such aircraft, motor vehicle, certificated equipment vehicle or other asset is greater than $150,000, then the Loan Parties shall, at the request of the Administrative Collateral Agent, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent) thereof, grant to the Administrative Collateral Agent an Acceptable Security Interest in such motor vehicle or other asset.;
(d) Notwithstanding anything to the contrary set forth herein or in any other Loan Document:
(i) The Loan Parties shall not be required to take any actions to perfect Administrative Agent’s Liens on any of , the following types of Collateral, (including providing notice of the existence or acquisition thereof) to the extent not automatically perfected or perfected by the filing of a UCC financing statement: (A) payroll accounts (or accounts solely for payment of workers’ compensation and similar obligations), disbursement accounts, escrow accounts, trust accounts and any other deposit account or securities account with less than $1,000,000 on deposit therein at any time on an individual basis (but not to exceed $5,000,000 on deposit therein for all such other deposit accounts and securities accounts at any time on an aggregate basis, but the Loan Parties will be required to perfect the Administrative Agent’s Liens on any such other deposit account or securities account over which the ABL Representative has control through a control agreement), (B) unless requested by the Administrative Agent, aircraft, vessels, motor vehicles, rolling stock or other assets subject to certificates of title, if the value of such Collateral on an individual basis is less than $150,000, (C) chattel paper and promissory notes (other than the Global Intercompany Note) with a value, individually and in the aggregate, of less than $500,000, (D) commercial tort claims with a value, individually, of less than $1,000,000, (E) letter of credit rights having a value of less than $1,000,000 (it being understood that the Loan Parties shall only be required to use commercially reasonable efforts to perfect by control Liens on letter of credit rights above such amount) and (F) unless requested by the Administrative Agent, any rights or interests in any owned real property that, together with the improvements thereon, has a book value or fair value of less than $1,000,000.
(ii) The Loan Parties shall not be required to take any actions outside the United States to create or perfect Administrative Agent’s Liens on any Collateral; provided that the foregoing limitation shall not apply to the pledge of the Equity Interests of any Canadian Subsidiary.
(iii) The Loan Parties shall not be required to obtain any lien waiver or any other subordination agreement, collateral access agreement or a similar agreement from a lessor, customer, bailee or other third party storing or holding inventory of the Loan Parties (unless any such waiver or agreement is delivered in favor of the ABL Representative).
(iv) The Loan Parties shall not be required to obtain any consents or approvals to the assignment to the Administrative Agent of any license, contract or other agreement under which any Loan Party has any rights.
(e) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, (i) the Administrative Agent shall be permitted, in circumstances where it determines that the cost of obtaining or perfecting a security interest in particular property is excessive in relation to the benefit afforded to the Lenders thereby, to exclude such property from the security creation and perfection requirements set forth herein or in any other Loan Document and (ii) the Administrative Agent may grant extensions of time for the creation of a security interest an Acceptable Security Interest in or perfection of Liens on particular property (including extensions beyond the Closing Effective Date for the creation of a security interest an Acceptable Security Interest in or Liens on the property of the Loan Parties on such date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
(e) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, (i) no Loan Party shall be required to obtain any consents or approvals to the assignment to the Collateral Agent of any license, contract or other agreement under which such Loan Party has any rights, (ii) no Loan Party shall be required to obtain any landlord lien waiver or subordination agreement, any bailee waiver or any similar agreement and (iii) no Loan Party shall be required to perfect the Liens created under the Loan Documents by any means other than (A) filings pursuant to the UCC of the applicable jurisdiction, (B) filings with the United States Patent and Trademark Office and United States Copyright Office, provided that, with respect to licenses, such filings shall be limited to exclusive copyright licenses under which such Loan Party is a licensee, (C) in the case of Collateral that constitutes instruments, delivery thereof to the Collateral Agent in accordance with the terms of the Security Documents, (D) in the case of Collateral that constitutes deposit accounts or securities accounts, entry into Account Control Agreements as required hereunder, (E) in the case of fee interest in any real property, entry into Mortgages as required hereunder, (F) in the case of Collateral that constitutes aircraft or motor vehicles that are not Excluded Property, filings with the appropriate Governmental Authorities or placing the interest of the Collateral Agent as lienholder on the certificate of title, and (G) in the case of any other Collateral, such other perfection means as are expressly set forth herein or in any other Loan Document with respect to such Collateral.
Appears in 1 contract
Agreement to Grant Acceptable Security Interest. (a) Cause each Loan Party to grant to the Administrative Collateral Agent an Acceptable Security Interest in any property of such Person now owned or hereafter acquired, other than the Excluded Property.
(b) Without limiting the generality of Section 5.09(a), upon the acquisition by any Loan Party after the Closing Effective Date of (i) any fee interest in any real property or (ii) any other material property, in each case other than any Excluded Property and other than any such property in which the Administrative Collateral Agent shall already have an Acceptable Security Interest, the Borrower Parent shall, all at the expense of the BorrowerParent, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretionAgent) after such acquisition:
(i) furnish to the Administrative Collateral Agent a reasonably detailed description of the property so acquired;acquired and
(ii) cause the applicable Loan Party to execute and deliver to the Administrative Collateral Agent one or more Security Documents (including, in the case of any such fee interest in real property, a Mortgage), to file financing statements under the applicable UCC and to take all such further action as may reasonably be requested by the Administrative Collateral Agent in order to create an Acceptable Security Interest in such property; and
(iii) together with any Mortgage delivered pursuant to clause (ii) above, deliver the items referred to in Sections 3.01(a)(xii) and 5.14.
(c) Cause each Loan Party to provide to the Administrative Collateral Agent such information with respect to aircraft, motor vehicles, certificated equipment vehicles and other assets of the Loan Parties subject to certificates of title as the Administrative Collateral Agent may reasonably request from time to time and, in the event that the book value, determined as of the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.06(a) or 5.06(b), of any such aircraft, motor vehicle, certificated equipment vehicle or other asset is greater than $150,000, then the Loan Parties shall, at the request of the Administrative Collateral Agent, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent) thereof, grant to the Administrative Collateral Agent an Acceptable Security Interest in such motor vehicle or other asset.;
(d) Notwithstanding anything to the contrary set forth herein or in any other Loan Document:
(i) The Loan Parties shall not be required to take any actions to perfect Administrative Agent’s Liens on any of , the following types of Collateral, (including providing notice of the existence or acquisition thereof) to the extent not automatically perfected or perfected by the filing of a UCC financing statement: (A) payroll accounts (or accounts solely for payment of workers’ compensation and similar obligations), disbursement accounts, escrow accounts, trust accounts and any other deposit account or securities account with less than $1,000,000 on deposit therein at any time on an individual basis (but not to exceed $5,000,000 on deposit therein for all such other deposit accounts and securities accounts at any time on an aggregate basis, but the Loan Parties will be required to perfect the Administrative Agent’s Liens on any such other deposit account or securities account over which the ABL Representative has control through a control agreement), (B) unless requested by the Administrative Agent, aircraft, vessels, motor vehicles, rolling stock or other assets subject to certificates of title, if the value of such Collateral on an individual basis is less than $150,000, (C) chattel paper and promissory notes (other than the Global Intercompany Note) with a value, individually and in the aggregate, of less than $500,000, (D) commercial tort claims with a value, individually, of less than $1,000,000, (E) letter of credit rights having a value of less than $1,000,000 (it being understood that the Loan Parties shall only be required to use commercially reasonable efforts to perfect by control Liens on letter of credit rights above such amount) and (F) unless requested by the Administrative Agent, any rights or interests in any owned real property that, together with the improvements thereon, has a book value or fair value of less than $1,000,000.
(ii) The Loan Parties shall not be required to take any actions outside the United States to create or perfect Administrative Agent’s Liens on any Collateral; provided that the foregoing limitation shall not apply to the pledge of the Equity Interests of any Canadian Subsidiary.
(iii) The Loan Parties shall not be required to obtain any lien waiver or any other subordination agreement, collateral access agreement or a similar agreement from a lessor, customer, bailee or other third party storing or holding inventory of the Loan Parties (unless any such waiver or agreement is delivered in favor of the ABL Representative).
(iv) The Loan Parties shall not be required to obtain any consents or approvals to the assignment to the Administrative Agent of any license, contract or other agreement under which any Loan Party has any rights.
(e) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, (i) the Administrative Agent shall be permitted, in circumstances where it determines that the cost of obtaining or perfecting a security interest in particular property is excessive in relation to the benefit afforded to the Lenders thereby, to exclude such property from the security creation and perfection requirements set forth herein or in any other Loan Document and (ii) the Administrative Agent may grant extensions of time for the creation of a security interest an Acceptable Security Interest in or perfection of Liens on particular property (including extensions beyond the Closing Date and the Restatement Effective Date for the creation of a security interest an Acceptable Security Interest in or Liens on the property of the Loan Parties on such date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
(e) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, (i) no Loan Party shall be required to obtain any consents or approvals to the assignment to the Collateral Agent of any license, contract or other agreement under which such Loan Party has any rights, (ii) no Loan Party shall be required to obtain any landlord lien waiver or subordination agreement, any bailee waiver or any similar agreement and (iii) no Loan Party shall be required to perfect the Liens created under the Loan Documents by any means other than (A) filings pursuant to the UCC of the applicable jurisdiction, (B) filings with the United States Patent and Trademark Office and United States Copyright Office, provided that, with respect to licenses, such filings shall be limited to exclusive copyright licenses under which such Loan Party is a licensee, (C) in the case of Collateral that constitutes instruments, delivery thereof to the Collateral Agent in accordance with the terms of the Security Documents, (D) in the case of Collateral that constitutes deposit accounts or securities accounts, entry into Account Control Agreements as required hereunder, (E) in the case of fee interest in any real property, entry into Mortgages as required hereunder, (F) in the case of Collateral that constitutes aircraft or motor vehicles that are not Excluded Property, filings with the appropriate Governmental Authorities or placing the interest of the Collateral Agent as lienholder on the certificate of title, and (G) in the case of any other Collateral, such other perfection means as are expressly set forth herein or in any other Loan Document with respect to such Collateral.
Appears in 1 contract
Agreement to Grant Acceptable Security Interest. (a) Cause each Loan Party to grant to the Administrative Agent an Acceptable Security Interest in any property of such Person now owned or hereafter acquired, other than the Excluded Property.
(b) Without limiting the generality of Section 5.09(a), upon the acquisition by any Loan Party after the Closing Date of (i) any fee interest in any real property or (ii) any other material property, in each case other than any Excluded Property and other than any such property in which the Administrative Agent shall already have an Acceptable Security Interest, the Borrower shall, all at the expense of the Borrower, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) after such acquisition:
(i) furnish to the Administrative Agent a reasonably detailed description of the property so acquired;
(ii) cause the applicable Loan Party to execute and deliver to the Administrative Agent one or more Security Documents (including, in the case of any such fee interest in real property, a Mortgage), to file financing statements under the applicable UCC and to take all such further action as may reasonably be requested by the Administrative Agent in order to create an Acceptable Security Interest in such property; and
(iii) together with any Mortgage delivered pursuant to clause (ii) above, deliver the items referred to in Sections 3.01(a)(xii) and 5.145.13.
(c) Cause each Loan Party to provide to the Administrative Agent such information with respect to aircraft, motor vehicles, certificated equipment and other assets of the Loan Parties subject to certificates of title as the Administrative Agent may reasonably request from time to time and, in the event that the book value, determined as of the end of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.06(a) or 5.06(b), of any such aircraft, motor vehicle, certificated equipment or other asset is greater than $150,000, then the Loan Parties shall, at the request of the Administrative Agent, within thirty (30) days (or such longer period as may be agreed to by the Administrative Agent) thereof, grant to the Administrative Agent an Acceptable Security Interest in such motor vehicle or other asset.
(d) Notwithstanding anything to the contrary set forth herein or in any other Loan Document:
(i) The Loan Parties shall not be required to take any actions to perfect Administrative Agent’s Liens on any of the following types of Collateral, (including providing notice of the existence or acquisition thereof) to the extent not automatically perfected or perfected by the filing of a UCC financing statement: (A) payroll accounts (or accounts solely for payment of workers’ compensation and similar obligations), disbursement accounts, escrow accounts, trust accounts and any other deposit account or securities account with less than $1,000,000 on deposit therein at any time on an individual basis (but not to exceed $5,000,000 on deposit therein for all such other deposit accounts and securities accounts at any time on an aggregate basis, but the Loan Parties will be required to perfect the Administrative Agent’s Liens on any such other deposit account or securities account over which the ABL Representative has control through a control agreement), (B) unless requested by the Administrative Agent, aircraft, vessels, motor vehicles, rolling stock or other assets subject to certificates of title, if the value of such Collateral on an individual basis is less than $150,000, (C) chattel paper and promissory notes (other than the Global Intercompany Note) with a value, individually and in the aggregate, of less than $500,000, (D) commercial tort claims with a value, individually, of less than $1,000,000, (E) letter of credit rights having a value of less than $1,000,000 (it being understood that the Loan Parties shall only be required to use commercially reasonable efforts to perfect by control Liens on letter of credit rights above such amount) and (F) unless requested by the Administrative Agent, any rights or interests in any owned real property that, together with the improvements thereon, has a book value or fair value of less than $1,000,000.
(ii) The Loan Parties shall not be required to take any actions outside the United States to create or perfect Administrative Agent’s Liens on any Collateral; provided that the foregoing limitation shall not apply to the pledge of the Equity Interests of any Canadian Subsidiary.
(iii) The Loan Parties shall not be required to obtain any lien waiver or any other subordination agreement, collateral access agreement or a similar agreement from a lessor, customer, bailee or other third party storing or holding inventory of the Loan Parties (unless any such waiver or agreement is delivered in favor of the ABL Representative).
(iv) The Loan Parties shall not be required to obtain any consents or approvals to the assignment to the Administrative Agent of any license, contract or other agreement under which any Loan Party has any rights.
(e) Notwithstanding anything to the contrary set forth herein or in any other Loan Document, (i) the Administrative Agent shall be permitted, in circumstances where it determines that the cost of obtaining or perfecting a security interest in particular property is excessive in relation to the benefit afforded to the Lenders thereby, to exclude such property from the security creation and perfection requirements set forth herein or in any other Loan Document and (ii) the Administrative Agent may grant extensions of time for the creation of a security interest in or perfection of Liens on particular property (including extensions beyond the Closing Date for the creation of a security interest in or Liens on the property of the Loan Parties on such date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
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