Amendments to Security Documents, Etc Clause Samples
The "Amendments to Security Documents, Etc" clause establishes the procedures and requirements for making changes to security documents related to a contract or loan agreement. Typically, this clause outlines who must consent to amendments, the form such amendments must take (often requiring written agreement), and may specify which parties are authorized to execute or approve changes. For example, it might require lender approval before any modifications to collateral agreements or guarantees are valid. The core function of this clause is to ensure that all parties are aware of and agree to any changes affecting their rights or obligations under the security documents, thereby maintaining the integrity and enforceability of the security arrangements.
Amendments to Security Documents, Etc. Except as otherwise provided in any Security Document, the terms of this Agreement and the other Security Documents may be waived, altered or amended only by an instrument in writing duly executed by each Obligor and the Collateral Agent, with the consent of the Required Revolving Lenders, the Required Term Lenders and the Required Designated Indebtedness Holders; provided, that, subject to the provisions related to “Defaulting Lenders” in the Revolving Credit Facility and the Term Loan Credit Facility, as the case may be:
(a) no such amendment shall adversely affect the relative rights of any Secured Party as against any other Secured Party without the prior written consent of such first Secured Party;
(b) without the prior written consent of (x) each of the Revolving Lenders and the Term Lenders and (y) the Required Designated Indebtedness Holders, the Collateral Agent shall not release all or substantially all of the collateral under the Security Documents or release all or substantially all of the Subsidiary Guarantors from their guarantee obligations under Section 3 hereof (and if any amounts have become due and payable in respect of any Hedging Agreement Obligations, and such amounts shall have remained unpaid for 30 or more days, then the prior written consent (voting as a single group) of the holders of a majority in interest of the Hedging Agreement Obligations will also be required to release all or substantially all of such collateral or guarantee obligations;
(c) without the consent of each of the Secured Parties, no modification, supplement or waiver shall modify the definition of the term “Required Secured Parties” or modify in any other manner the number of percentage of the Secured Parties required to make any determinations or waive any rights under any Security Document;
(d) without the consent of the Collateral Agent, no modification, supplement or waiver shall modify the terms of Section 9;
(e) to the extent not inconsistent with clause (b) above, the Collateral Agent is authorized to release (and shall release) any Collateral that is either the subject of a disposition not prohibited under either the Revolving Credit Facility, the Term Loan Credit Facility or the Designated Indebtedness Documents, or to which the Required Revolving Lenders, the Required Term Lenders and the Required Designated Indebtedness Holders shall have consented and will, at the Obligors’ expense, execute and deliver to any Obligor such documents (including, with...
Amendments to Security Documents, Etc. Each of the parties hereby consents to and approves in all material respects the Acknowledgment and Confirmation of Guarantee or Security Documents, dated as of the date hereof, among the Company, Iron Mountain Canada Corporation, the Subsidiary Guarantors, the Administrative Agent and the Canadian Administrative Agent, and substantially in the form attached hereto as Exhibit J, upon the terms and conditions set forth therein, including, without limitation, the amendments to the Security Documents effected thereby, including the amendment to the Company Pledge Agreement, the Subsidiary Pledge Agreement and the Canadian Borrower Pledge Agreement to include as part of the Collateral, as defined therein, intercompany notes and advances and the amendment to the Company Guarantee to include within such Guarantee the Reimbursement Obligations of the Canadian Borrower in respect of Canadian Letters of Credit.
Amendments to Security Documents, Etc. (i) An amendment to the Guaranty and Security Agreement (the “Security Agreement Amendment”), and an amendment to each Aircraft Mortgage and each Engine Mortgage, shall have been duly executed by Agent and each Loan Party (together with the Security Agreement Amendment, the “Security Document Amendments”) and Borrower’s applicable counsel shall have confirmed to the Agent that it holds a duly executed counterpart of each Security Document Amendment and is authorized to file such of the Security Document Amendments as pertain to FAA Registry Aircraft and FAA Registry Engines (the “FAA Registry Documents”) with the Federal Aviation Administration registry upon notification that this Amendment is effective, and that it holds all necessary authorizations and appointments to register international interests with respect to all of the Whole Aircraft Collateral and Whole Engine Collateral described in the Guaranty and Security Agreement; and (ii) a deed of confirmation with respect to the existing Irish law security documents to which the Loan Parties organized under the laws of Ireland are parties shall have been duly executed by Agent and each Loan Party organized under the laws of Ireland.
Amendments to Security Documents, Etc. Except as otherwise provided in any Security Document, the terms of this Agreement and the other Security Documents may be waived, altered, amended or modified only by an agreement or agreements in writing duly executed and entered into by each Obligor and the Collateral Agent, with the consent of the Required Secured Parties, the Required Revolving Lenders and the Required Designated Indebtedness Holders; provided that: 522144.000028 21651939.2 ▇▇▇▇▇▇▇▇.▇.
Amendments to Security Documents, Etc. Each of the parties hereby consents to and approves in all material respects:
(a) the Acknowledgment and Confirmation of Guarantee or Security Documents, dated as of the date hereof, among the Company, Iron Mountain Canada Corporation, the Subsidiary Guarantors, the Administrative Agent and the Canadian Administrative Agent, and substantially in the form attached hereto as Exhibit L, upon the terms and conditions set forth therein, including, without limitation, the amendments to the Security Documents effected thereby to secure cash management obligations owed to the Lenders and their affiliates;
(b) the release from the Company Pledge Agreement of the shares of the common stock of Iron Mountain Canada Corporation (formerly known as ▇▇▇▇▇▇ ▇▇▇▇▇ Canada Company) and the pledging of such shares for the benefit, on a first priority basis, of the Lenders and the Administrative Agent and the benefits, on a second priority basis and a third priority basis, respectively, of the ▇▇▇▇▇▇ 1996 Senior Subordinated Notes and the ▇▇▇▇▇▇ 1997 Senior Subordinated Notes under the Second Amended and Restated Pledge and Intercreditor Agreement, among the Company, The Chase Manhattan Bank, as the Administrative Agent and the Collateral Agent, the United States Trust Company of New York, as trustee for the holders of the ▇▇▇▇▇▇ 1996 Senior Subordinated Notes, and The Bank of New York, as trustee for the ▇▇▇▇▇▇ 1997 Senior Subordinated Notes, and substantially in the form attached hereto as Exhibit M; and
(c) a restructuring of the Company's European subsidiaries pursuant to which 100% of the stock of ▇▇▇▇▇▇ ▇▇▇▇▇ Europe Limited, a direct subsidiary of the Company (66% of whose stock is currently pledged to the Lenders pursuant to the terms of the Security Documents) will be contributed free of any liens under the Security Documents to Iron Mountain Europe Limited, a subsidiary 50.1% owned by the Company.
Amendments to Security Documents, Etc. 53 10.04 Expenses; Indemnity; Damage Waiver ...................................................... 55 10.05 Successors and Assigns .............................................................................. 56 10.06 Counterparts; Integration; Effectiveness; Electronic Execution ................ 56 10.07 Severability ................................................................................................ 57 10.08 Governing Law; Jurisdiction ...................................................................... 57 10.09
Amendments to Security Documents, Etc. Each of the parties hereby consents to and approves in all material respects the Acknowledgment and Confirmation of Guarantee or Security Documents, dated as of the date hereof, among the Company, Iron Mountain Canada Corporation, the Subsidiary Guarantors, the Administrative Agent and the Canadian Administrative Agent, and substantially in the form attached hereto as Exhibit L, upon the terms and conditions set forth therein, including, without limitation, the amendments to the Security Documents effected thereby, including the amendment to the Company Pledge Agreement, the Subsidiary Pledge Agreement and the Canadian Borrower Pledge Agreement to include as part of the Collateral, as defined therein, intercompany notes and advances and the amendment to the Company Guarantee to include within such Guarantee the Reimbursement Obligations of the Canadian Borrower in respect of Canadian Letters of Credit. The following annexes, exhibits and schedules have been omitted and will be supplementally furnished to the Securities and Exchange Commission upon request: SCHEDULES --------- SCHEDULE I - Commitments SCHEDULE II - Subsidiaries; Investments in Joint Ventures and Other Persons SCHEDULE III - Credit Agreements, Indentures, Leases SCHEDULE IV - Existing Letters of Credit SCHEDULE V - Subsidiary Borrowers EXHIBITS -------- EXHIBIT A-1 - Form of Revolving Credit Note EXHIBIT A-2 - Form of Term Note EXHIBIT B - Subsidiary Guaranty EXHIBIT C - Company Guaranty EXHIBIT D - Company Pledge Agreement EXHIBIT E - Subsidiary Pledge Agreement EXHIBIT F - Canadian Borrower Pledge Agreement EXHIBIT G-1 - Form of Opinion of Special New York Counsel to the Company EXHIBIT G-2 - Form of Opinion of Special Pennsylvania Counsel to the Company EXHIBIT H - Form of Opinion of Special New York Counsel to the Administrative Agent EXHIBIT I - Election to Participate EXHIBIT J - Election to Terminate EXHIBIT K - Exemption Certificate EXHIBIT L - Form of Acknowledgment and Confirmation of Guarantee or Security Document EXHIBIT M - Form of Second Amended and Restated Pledge and Intercreditor Agreement
Amendments to Security Documents, Etc. 51 10.04 Expenses; Indemnity; Damage Waiver ......................................... 53 10.05
Amendments to Security Documents, Etc. Except as otherwise provided in the Revolving Credit Agreement or any Security Document, the terms of this Agreement and the other Security Documents may be waived, altered, amended or modified only by an agreement or agreements in writing duly executed and entered into by each