Collateral and Guarantees. (a) Notwithstanding anything to the contrary in the Existing Credit Agreement, the Restated Credit Agreement or any other Loan Document, solely with respect to any Regulated Guarantor Subsidiary or any Regulated Grantor Subsidiary, (i) any Guarantee provided by any Regulated Guarantor Subsidiary under any Security Document shall initially be deemed not to Guarantee the Tranche B 2024 Term Obligations, (ii) any Liens on, or other security interests in or pledges of, assets granted by such Regulated Grantor Subsidiary under any Security Document shall initially be deemed not to secure the Tranche B 2024 Term Obligations and (iii) the Guarantee and Collateral Requirement, insofar as it relates to the Tranche B 2024 Term Obligations, shall initially not be required to be satisfied in respect of any such Regulated Guarantor Subsidiary or Regulated Grantor Subsidiary, as the case may be. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Guarantee Permit Condition shall have been satisfied with respect to any Regulated Guarantor Subsidiary, (x) clause (i) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Guarantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Guarantor Subsidiary shall automatically be deemed to Guarantee the Tranche B 2024 Term Obligations as provided in the Security Documents, and (y) the Guarantee and Collateral Requirement, insofar as it relates to Guarantees by such Regulated Guarantor Subsidiary of the Tranche B 2024 Term Obligations, shall be required to be satisfied in respect of such Regulated Guarantor Subsidiary. At such time as the General Counsel, the Chief Legal Officer, any Assistant Chief Legal Officer or any Assistant General Counsel of Level 3 shall have delivered to the Administrative Agent written notice that the Tranche B 2024 Collateral Permit Condition shall have been satisfied with respect to any Regulated Grantor Subsidiary, (x) clause (ii) of the first sentence of this paragraph (a) shall become inoperative with respect to such Regulated Grantor Subsidiary insofar as the Tranche B 2024 Term Obligations are concerned, and such Regulated Grantor Subsidiary shall automatically be deemed to grant Liens on, security interests in and pledges of its assets to...
Collateral and Guarantees. 37 SECTION 6.1 Security.................................................................37 SECTION 6.2 Guarantees...............................................................37 SECTION 6.3
Collateral and Guarantees. (a) The Secured Obligations shall be secured by the following on a pari passu basis:
(i) first priority perfected security interest in all inventory, accounts, equipment, instruments, chattel paper, documents, general intangibles (and proceeds thereof and in the case of inventory, all products thereof) of the Borrower or any Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof;
(ii) first priority perfected ship mortgage on the liftboats, xxxxxxx barge and other large vessels owned by the Borrower or any Domestic Subsidiary as of the date of the 2007 Credit Agreement (as defined in Recital A hereof).
(iii) first priority perfected security interest in all outstanding shares of stock or partnership or membership interests, as the case may be, of each Domestic Subsidiary having assets with a total book value exceeding $15,000,000 as of the date hereof;
(iv) first priority perfected security interest in 66% of the outstanding equity interests of each Foreign Subsidiary owned directly by the Borrower or a Domestic Subsidiary (or if the Borrower or the Domestic Subsidiaries shall own less than 66% of the outstanding equity interests, then all of the equity interests owned by them) and having assets with a total book value exceeding $15,000,000 as of the date hereof; and
(v) first priority perfected security interest in the Parent’s entire membership interest of the Borrower;
(vi) joint and several guaranties by each of the Domestic Subsidiaries having assets with a total book value exceeding $15,000,000 as of the date hereof; and
(vii) joint and several guaranty by the Parent.
(b) In the case of any Domestic Subsidiary that is not previously subject to the collateral requirements set forth in Section 2.18(a) but which has assets with a total book value exceeding $25,000,000 at the end of any fiscal quarter after the Closing Date, the Borrower covenants and agrees to execute or cause to be executed, within 60 days after the end of such fiscal quarter, Collateral Documents reasonably required by the Agent in order to subject such Domestic Subsidiary to the collateral requirements set forth in Section 2.18(a). Once a Domestic Subsidiary has executed Collateral Documents, the Collateral Documents for that Domestic Subsidiary shall remain in effect irrespective of the total book value of its assets.
Collateral and Guarantees. (a) Prior to the Collateral Release Date, deliver and cause each Subsidiary Guarantor to deliver, to further secure the Obligations, whenever requested by Administrative Agent in its sole and absolute discretion, deeds of trust, mortgages, chattel mortgages, security agreements, flood hazard certification, title searches, financing statements and other Security Documents in form and substance satisfactory to Administrative Agent for the purpose of granting, confirming, and perfecting first and prior liens or security interests, subject only to Liens permitted under the Loan Documents, on all real or personal property now owned or hereafter acquired by such Person, together with such officers certificates and legal opinions as requested by Administrative Agent to evidence the authorization, validity and enforceability of such documents. In furtherance thereof, the Borrower shall (i) notify Administrative Agent at least 15 days or such lesser time as may be reasonably acceptable to the Administrative Agent prior to any acquisition (whether by purchase, lease or otherwise) of material assets by the Borrower or any Subsidiary (other than an Unrestricted Joint Venture) and (ii) at the time of the delivery of the financial statements pursuant to Section 6.1, deliver a report reflecting any material assets constructed during the preceding fiscal quarter and reflecting the percentage of natural gas gathering systems, processing plants and facilities encumbered by the Mortgages securing the Obligations (based upon the cash flow attributable thereto). Notwithstanding the forgoing, the Borrower will not be required to deliver Security Documents covering in excess of 80% of the Borrower’s and the Subsidiary Guarantors’ gathering systems, measured based upon cash flow attributable to such gathering systems, as reasonably determined by the Administrative Agent. The Borrower shall deliver such Security Documents requested pursuant to this Section 6.9(a): (i) upon any acquisition of material assets by the Borrower or any Subsidiary (other than an Unrestricted Joint Venture), promptly and in no event later than 60 days after such acquisition (or such longer period as may be acceptable to the Administrative Agent in its sole discretion) and (ii) otherwise promptly and in no event later than 60 days after a request by the Administrative Agent (or such longer period as may be acceptable to the Administrative Agent in its sole discretion). Notwithstanding the foregoing, no Gro...
Collateral and Guarantees. The Obligations shall be guaranteed by the Subsidiary Guarantors and secured by the Collateral pursuant to the Collateral Documents.
Collateral and Guarantees. Security 49 Section 5.2 Guarantees 50
Collateral and Guarantees. The Collateral and the Guarantees shall continue to have full force and effect and shall not be in any way discharged, released, reduced, diminished, prejudiced or otherwise adversely affected by this Agreement and each of the Guarantors acknowledge and agree to the terms of this Agreement and agree that their respective duties and obligations under the applicable Guarantees are hereby reaffirmed, ratified and acknowledged, as the same may have been amended hereby.
Collateral and Guarantees. The Revolving Line obligation shall be secured by the following: • Those financial assets of the Borrower now held by the Bank pursuant to a “Collateral Assignment” dated November 28, 2005; • A security interest in accounts receivable, inventory and equipment arising under a Security Agreement between the Borrower and the Bank dated August 4, 2005 and spread to cover the credit line facility hereby renewed, accomplished by “Collateral Security Spreader Agreement” dated November 28, 2005; and No Guaranty of the Revolving Line obligation is required to be furnished by the Borrower.
Collateral and Guarantees of the Existing Credit Agreement is hereby amended by (a) adding the phrase “or such lesser time as may be reasonably acceptable to the Administrative Agent” after the phrase “15 days” in Section 6.9(a), (b) adding the following sentence at the end of Section 6.9(a) “Notwithstanding anything to the contrary in this Section 6.9(a), the Borrower shall deliver such Security Documents in connection with the CMO Acquisition: (i) promptly after the closing of the CMO Acquisition, in the case of Security Documents on personal property, and (ii) no later than 90 days after the closing of the CMO Acquisition in the case of Mortgages on real property.” and (c) amending Section 6.9(b) in its entirety to read as follows:
Collateral and Guarantees. The Revolving Line obligation shall be secured by the following: Those financial assets of the Borrower now held by the Bank pursuant to a "Collateral Assignment" dated November 28, 2005; A first security interest in accounts receivable, inventory, chattel paper, documents, instruments and general intangibles and equipment arising under a Security Agreement between the Borrower and the Bank dated August 4, 2005 and spread to cover the credit line facility hereby renewed, accomplished by "Collateral Security Spreader Agreement" dated November 28, 2005; and A first security interest in the the Rabbi Trust. No Guaranty of the Revolving Line obligation is required to be furnished by the Borrower.
