Collateral Provisions. (a) On or before December 31, 2001, the Borrower shall deliver or cause to be delivered to the Administrative Agent, each of the following, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion: (i) the Intercreditor Agreement executed by the Borrower and certain of its Subsidiaries a party thereto; (ii) a Security Agreement executed by the Borrower and certain of its Subsidiaries a party thereto, pursuant to which the Borrower and such Subsidiaries grant to the Collateral Agent a valid first and prior Lien on all of their accounts receivable and inventory; (iii) a Subsidiary Guaranty executed by each of Trinity Rail Group, LLC, Trinity Tank Car, Inc., Trinity Rail Components & Repair, Inc. and Thrall Trinity Freight Car, Inc.; (iv) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary (as applicable) and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located; (v) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (ii) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement; (vi) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement; (vii) evidence that the insurance required by Section 5.05 is in effect; (viii) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Intercreditor Agreement, the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders); (ix) an amendment to the Bridge Agreement, in form and substance satisfactory to the Administrative Agent, executed by the Borrower, JPMorgan Chase Bank, as administrative agent for the lenders under the Bridge Agreement, and the lenders a party to such Bridge Agreement; and (x) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(a). The Borrower shall, and shall cause each Subsidiary to use, commercially reasonable efforts to obtain on or before February 28, 2002, lien waivers, subordination agreements and/or estoppel certificates with respect to the Collateral from all of the Borrower's and its applicable Subsidiaries' landlords, mortgages and/or lessees. The Borrower's failure to fully and timely satisfy on or before December 31, 2001 each requirement set forth in clauses (i) through (x) of this Section 5.12(a) shall constitute an immediate Event of Default. (b) On or before February 15, 2002, the Borrower shall deliver or cause to be delivered to the Administrative Agent, each of the following, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion: (i) a Security Agreement (which may take the form of an amendment and restatement of the Security Agreement delivered pursuant to Section 5.12(a)(ii)) executed by the Borrower and certain of its Subsidiaries, pursuant to which the Borrower and such Subsidiaries grant to the Collateral Agent a valid first and prior Lien on certain equipment, real property and other assets and property of the Borrower and such Subsidiaries (in addition to the Liens granted pursuant to the Security Agreement delivered pursuant to Section 5.12(a)(ii)) as shall be required and determined by the Administrative Agent and the Required Lenders; (ii) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located; (iii) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (i) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement; (iv) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement; (v) evidence that the insurance required by Section 5.05 is in effect; (vi) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders); (vii) as applicable, a Mortgage with respect to each Mortgaged Property executed on behalf of the record owner of such Mortgaged Property with a metes and bounds or other description of the parcel attached thereto and recorded in the applicable real property records; (viii) with respect to each parcel of the Mortgaged Property, a title insurance commitment, all documentation evidencing any exceptions to title reflected thereon (or other evidence of title satisfactory to the Administrative Agent), and, to the extent available, a survey and environmental report relating to such parcel; and (ix) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(b). The Borrower's failure to fully and timely satisfy on or before February 15, 2002 each requirement set forth in clauses (i) through (ix) of this Section 5.12(b) shall constitute an immediate Event of Default."
Appears in 1 contract
Collateral Provisions. (a) On or before December 31, 2001, the Borrower shall deliver or cause to be delivered to the Administrative Agent, each of the following, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion:
(i) the Intercreditor Agreement executed by the Borrower and certain of its Subsidiaries a party thereto;
(ii) a Security Agreement executed by the Borrower and certain of its Subsidiaries a party thereto, pursuant to which the Borrower and such Subsidiaries grant to the Collateral Agent a valid first and prior Lien on all of their accounts receivable and inventory;
(iii) a Subsidiary Guaranty executed by each of Trinity Rail Group, LLC, Trinity Tank Car, Inc., Trinity Rail Components & Repair, Inc. and Thrall Trinity Freight Car, Inc.;
(iv) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary (as applicable) and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located;
(v) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (ii) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement;
(vi) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement;
(vii) evidence that the insurance required by Section 5.05 of the Revolving Credit Agreement is in effect;
(viii) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Intercreditor Agreement, the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders);
(ix) an amendment to the Bridge Revolving Credit Agreement, in form and substance satisfactory to the Administrative Agent, executed by the Borrower, JPMorgan Chase Bank, as administrative agent for the lenders under the Bridge Revolving Credit Agreement, and the lenders a party to such Bridge Revolving Agreement; and
(x) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(a5.09(a). The Borrower shall, and shall cause each Subsidiary to use, commercially reasonable efforts to obtain on or before February 28, 2002, lien waivers, subordination agreements and/or estoppel certificates with respect to the Collateral from all of the Borrower's and its applicable Subsidiaries' landlords, mortgages and/or lessees. The Borrower's failure to fully and timely satisfy on or before December 31, 2001 each requirement set forth in clauses (i) through (x) of this Section 5.12(a5.09(a) shall constitute an immediate Event of Default.
(b) On or before February 15, 2002, the Borrower shall deliver or cause to be delivered to the Administrative Agent, each of the following, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion:
(i) a Security Agreement (which may take the form of an amendment and restatement of the Security Agreement delivered pursuant to Section 5.12(a)(ii5.09(a)(ii)) executed by the Borrower and certain of its Subsidiaries, pursuant to which the Borrower and such certain of its Subsidiaries grant to the Collateral Agent a valid first and prior Lien on certain equipment, real property and other assets and property of the Borrower and such Subsidiaries (in addition to the Liens granted pursuant to the Security Agreement delivered pursuant to Section 5.12(a)(ii5.09(a)(ii)) as shall be required and determined by the Administrative Agent and the Required Lenders;
(ii) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located;
(iii) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (i) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement;
(iv) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement;; 6
(v) evidence that the insurance required by Section 5.05 of the Revolving Credit Agreement is in effect;
(vi) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders);
(vii) as applicable, a Mortgage with respect to each Mortgaged Property executed on behalf of the record owner of such Mortgaged Property with a metes and bounds or other description of the parcel attached thereto and recorded in the applicable real property records;
(viii) with respect to each parcel of the Mortgaged Property, a title insurance commitment, all documentation evidencing any exceptions to title reflected thereon (or other evidence of title satisfactory to the Administrative Agent), and, to the extent available, a survey and environmental report relating to such parcel; and
(ix) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(b5.09(b). The Borrower's failure to fully and timely satisfy on or before February 15, 2002 each requirement set forth in clauses (i) through (ix) of this Section 5.12(b5.09(b) shall constitute an immediate Event of Default."
Appears in 1 contract
Collateral Provisions. (a) On or before December 31Not in limitation of the grant included in Section 2.1 of the Security Agreement, 2001, the Borrower shall deliver or cause to be delivered to the Administrative Agentbut in furtherance thereof, each Pledgor hereby reaffirms for the benefit of the following, New Secured Party the grant of security interest set forth in Section 2.1 of the Security Agreement and grants a security interest in all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion:
(i) the Intercreditor Agreement executed by the Borrower and certain of its Subsidiaries a party thereto;
(ii) a Security Agreement executed by the Borrower right, title and certain of its Subsidiaries a party thereto, pursuant to which the Borrower and such Subsidiaries grant to the interest in all Collateral Agent a valid first and prior Lien on all of their accounts receivable and inventory;
(iii) a Subsidiary Guaranty executed by each of Trinity Rail Group, LLC, Trinity Tank Car, Inc., Trinity Rail Components & Repair, Inc. and Thrall Trinity Freight Car, Inc.;
(iv) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary (as applicable) and such other Persons as the Administrative Agent may require defined in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located;
(v) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect Agreement) in favor of the Collateral Agent's Liens , for the benefit of the Notes Secured Parties (including, without limitation, the New Secured Party and each holder of the new Pari Passu Indebtedness) to secure the Secured Obligations (as defined in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (ii) aboveAgreement), including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Pari Passu Payment Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect Obligations owing to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge holders of the Collateral under the Security Agreement;
(vi) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement;
(vii) evidence that the insurance required by Section 5.05 is in effect;
(viii) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Intercreditor Agreement, the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders);
(ix) an amendment to the Bridge Agreement, in form and substance satisfactory to the Administrative Agent, executed by the Borrower, JPMorgan Chase Bank, as administrative agent for the lenders under the Bridge Agreement, and the lenders a party to such Bridge Agreement; and
(x) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(a). The Borrower shall, and shall cause each Subsidiary to use, commercially reasonable efforts to obtain on or before February 28, 2002, lien waivers, subordination agreements and/or estoppel certificates with respect to the Collateral from all of the Borrower's and its applicable Subsidiaries' landlords, mortgages and/or lessees. The Borrower's failure to fully and timely satisfy on or before December 31, 2001 each requirement set forth in clauses (i) through (x) of this Section 5.12(a) shall constitute an immediate Event of Defaultnew Pari Passu Indebtedness.
(b) On By its signature hereto, each Pledgor hereby authorizes the Collateral Agent (but the Collateral Agent is not obligated) to file against such Pledgor, without such Pledgor’s signature, one or before February 15more financing, 2002, the Borrower shall deliver continuation or cause to be delivered amendment statements pursuant to the Administrative Agent, each of UCC as may be necessary to establish and maintain the following, all in form and substance acceptable to security interests created under the Administrative Agent and the Required Lenders in their sole discretion:
(i) a Security Agreement (which statements may describe the Collateral as “all assets, whether now owned or hereafter acquired” of such Pledgor or by using words of similar effect); provided, however, such authorization shall not relieve any Pledgor from its respective obligations to take actions necessary to perfect and maintain the form of an amendment and restatement perfection of the Security Agreement delivered pursuant to Section 5.12(a)(ii)) executed Collateral Agent’s Lien on the Collateral. All charges, expenses and fees that the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid by the Borrower and certain of its Subsidiaries, pursuant to which the Borrower and such Subsidiaries grant Pledgors to the Collateral Agent a valid first and prior Lien on certain equipment, real property and other assets and property of the Borrower and such Subsidiaries (in addition to the Liens granted pursuant to the Security Agreement delivered pursuant to Section 5.12(a)(ii)) as shall be required and determined by the Administrative Agent and the Required Lenders;
(ii) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located;
(iii) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (i) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement;
(iv) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement;
(v) evidence that the insurance required by Section 5.05 is in effect;
(vi) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders);
(vii) as applicable, a Mortgage with respect to each Mortgaged Property executed on behalf of the record owner of such Mortgaged Property with a metes and bounds or other description of the parcel attached thereto and recorded in the applicable real property records;
(viii) with respect to each parcel of the Mortgaged Property, a title insurance commitment, all documentation evidencing any exceptions to title reflected thereon (or other evidence of title satisfactory to the Administrative Agent), and, to the extent available, a survey and environmental report relating to such parcel; and
(ix) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(b). The Borrower's failure to fully and timely satisfy on or before February 15, 2002 each requirement set forth in clauses (i) through (ix) of this Section 5.12(b) shall constitute an immediate Event of Defaultimmediately upon demand."
Appears in 1 contract
Collateral Provisions. (a) On or before December 31Not in limitation of the grant included in Article III of the Security Agreement, 2001, the Borrower shall deliver or cause to be delivered to the Administrative Agentbut in furtherance thereof, each Grantor hereby reaffirms for the benefit of the following, all New Other Second Priority Representative the grant of security interest set forth in form and substance acceptable to Article III of the Administrative Agent and the Required Lenders in their sole discretion:
(i) the Intercreditor Agreement executed by the Borrower and certain of its Subsidiaries a party thereto;
(ii) a Security Agreement executed by the Borrower and certain of its Subsidiaries a party theretopledges, pursuant to which the Borrower assigns and such Subsidiaries grant grants to the Collateral Agent a valid first and prior Lien on all of their accounts receivable and inventory;
(iii) a Subsidiary Guaranty executed by each of Trinity Rail GroupAgent, LLC, Trinity Tank Car, Inc., Trinity Rail Components & Repair, Inc. and Thrall Trinity Freight Car, Inc.;
(iv) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against for the Borrower, each Subsidiary (as applicable) and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located;
(v) subject to the terms benefit of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause Secured Parties (ii) above, including, without limitation, (A) financing statements the New Other Second Priority Representative and each holder of the new Other Second Priority Obligations), a Lien on and security interest in, all of its right, title and interest in, to and under the Uniform Commercial CodeCollateral of such Grantor, whether now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest, wheresoever located, including all accessions thereto and proceeds thereof, and whether now or hereafter existing or arising, as collateral security for the prompt and complete payment in full and performance when due (Bwhether at stated maturity, by acceleration or otherwise) all Collateral in full of the possession of which is necessary to perfect Secured Obligations (including, without limitation, the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect Other Second Priority Obligations owing to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge holders of the Collateral under the Security Agreement;
(vi) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement;
(vii) evidence that the insurance required by Section 5.05 is in effect;
(viii) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Intercreditor Agreement, the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lendersnew Other Second Priority Obligations);
(ix) an amendment to the Bridge Agreement, in form and substance satisfactory to the Administrative Agent, executed by the Borrower, JPMorgan Chase Bank, as administrative agent for the lenders under the Bridge Agreement, and the lenders a party to such Bridge Agreement; and
(x) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(a). The Borrower shall, and shall cause each Subsidiary to use, commercially reasonable efforts to obtain on or before February 28, 2002, lien waivers, subordination agreements and/or estoppel certificates with respect to the Collateral from all of the Borrower's and its applicable Subsidiaries' landlords, mortgages and/or lessees. The Borrower's failure to fully and timely satisfy on or before December 31, 2001 each requirement set forth in clauses (i) through (x) of this Section 5.12(a) shall constitute an immediate Event of Default.
(b) On By its signature hereto, each Grantor hereby authorizes the Collateral Agent (but the Collateral Agent is not obligated) to file against such Grantor one or before February 15more financing, 2002, the Borrower shall deliver continuation or cause to be delivered amendment statements pursuant to the Administrative Agent, each of UCC as may be necessary to establish and maintain the following, all in form and substance acceptable to security interests created under the Administrative Agent and the Required Lenders in their sole discretion:
(i) a Security Agreement (which statements may take describe the form of an amendment and restatement Collateral as “all assets of the Security Agreement delivered debtor whether now owned or hereafter acquired and wheresoever located, including all accessions thereto and proceeds thereof” or by using words of similar effect); provided, however, such authorization shall not relieve any Grantor from its respective obligations to take actions, including to file such financing, continuation or amendment statements pursuant to Section 5.12(a)(ii)) executed the UCC, necessary to perfect and maintain the perfection of the Collateral Agent’s Lien on the Collateral. All charges, expenses and fees that the Collateral Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be paid by the Borrower and certain of its Subsidiaries, pursuant to which the Borrower and such Subsidiaries grant Grantors to the Collateral Agent a valid first and prior Lien on certain equipment, real property and other assets and property of the Borrower and such Subsidiaries (in addition to the Liens granted pursuant to the Security Agreement delivered pursuant to Section 5.12(a)(ii)) as shall be required and determined by the Administrative Agent and the Required Lenders;
(ii) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located;
(iii) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (i) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement;
(iv) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement;
(v) evidence that the insurance required by Section 5.05 is in effect;
(vi) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders);
(vii) as applicable, a Mortgage with respect to each Mortgaged Property executed on behalf of the record owner of such Mortgaged Property with a metes and bounds or other description of the parcel attached thereto and recorded in the applicable real property records;
(viii) with respect to each parcel of the Mortgaged Property, a title insurance commitment, all documentation evidencing any exceptions to title reflected thereon (or other evidence of title satisfactory to the Administrative Agent), and, to the extent available, a survey and environmental report relating to such parcel; and
(ix) such additional information and documentation as the Collateral Agent or the Administrative Agent may require to consummate the transactions contemplated by this Section 5.12(b). The Borrower's failure to fully and timely satisfy on or before February 15, 2002 each requirement set forth in clauses (i) through (ix) of this Section 5.12(b) shall constitute an immediate Event of Defaultimmediately upon demand."
Appears in 1 contract
Sources: Security Agreement (Stonemor Inc.)
Collateral Provisions. (a) On or before December 31Unless otherwise agreed by Borrower and Lender, 2001Borrower shall, no later than the Borrower shall deliver or cause to be delivered Delivery Time on the second Business Day immediately following any day on which a Credit Downgrade has occurred, transfer to the Administrative Collateral Agent, each for deposit to the Collateral Account, Collateral with a Market Value at least equal to the Market Value of the followingoutstanding Loaned Shares as of the close of business on the Business Day immediately preceding such transfer (any such date, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion:a “Pledge Date”).
(ib) the Intercreditor Agreement executed Any Collateral transferred by the Borrower and certain of its Subsidiaries a party thereto;
(ii) a Security Agreement executed by the Borrower and certain of its Subsidiaries a party thereto, pursuant to which the Borrower and such Subsidiaries grant to the Collateral Agent a valid first shall be security for Borrower’s obligations in respect of the Loaned Shares and prior Lien on all for any other obligations of their accounts receivable and inventory;
(iii) a Subsidiary Guaranty executed by each of Trinity Rail Group, LLC, Trinity Tank Car, Inc., Trinity Rail Components & Repair, Inc. and Thrall Trinity Freight Car, Inc.;
(iv) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower to Lender hereunder. Borrower, each Subsidiary (as applicable) on the Pledge Date, pledges with, assigns to, and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located;
(v) subject to the terms of the Intercreditor Agreement and the Security Agreements, such executed documentation as grants the Collateral Agent or the Administrative Agent may require or deem necessary to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (ii) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement;
(vi) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement;
(vii) evidence that the insurance required by Section 5.05 is in effect;
(viii) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Intercreditor Agreement, the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of Lender a continuing first priority security interest in, and a lien upon, the Lenders);
(ix) an amendment Collateral, which shall attach upon the transfer of the Loaned Shares by Lender to Borrower and which shall cease upon the transfer of the Loaned Shares by Borrower to Lender, a Credit Upgrade or upon the transfer of any such Collateral to Borrower in accordance with the terms of this Agreement. In addition to the Bridge Agreementrights and remedies given to Lender hereunder, Lender shall have all the rights and remedies of a secured party under the UCC. To provide for the effectiveness, validity, perfection and priority of Lender’s rights as a secured party, Borrower acknowledges that Collateral Agent has obtained control of any financial assets included in form and substance satisfactory the Collateral (or shall have obtained control upon posting of such Collateral pursuant to the Administrative Agentterms contained herein) within the meaning of Sections 8-106 and 9-106 of the UCC. Collateral Agent acknowledges that it has control of the Collateral (or shall have control upon posting of such collateral pursuant to the terms contained herein) on behalf of Lender within the meaning of Section 8-106(d)(1) of the UCC. Notwithstanding anything to the contrary herein, executed by Lender may not use or invest the Borrower, JPMorgan Chase Bank, as administrative agent for the lenders under the Bridge Agreement, Collateral and the lenders a party to such Bridge Agreement; and
(x) such additional information and documentation as the Collateral Agent shall take no instruction from Lender regarding the use or investment of Collateral, except that during the Administrative continuance of an Event of Default Lender may give entitlement orders to the Collateral Agent may require to consummate the transactions contemplated by this Section 5.12(a). The Borrower shall, and shall cause each Subsidiary to use, commercially reasonable efforts to obtain on or before February 28, 2002, lien waivers, subordination agreements and/or estoppel certificates with respect to the Collateral from all Account and the Collateral credited thereto in connection with Lender’s exercise of the Borrower's its remedies under Sections 11(c)(ii) and its applicable Subsidiaries' landlords, mortgages and/or lessees. The Borrower's failure to fully and timely satisfy on or before December 31, 2001 each requirement set forth in clauses (i) through (x) of this Section 5.12(a) shall constitute an immediate Event of Default11(c)(iii).
(bc) On Borrower agrees, that if so requested by the Collateral Agent at any time, to promptly execute all documents (including any security agreements and transfers) and do all things (including the delivery, transfer, assignment or before February 15, 2002, the Borrower shall deliver payment of all or cause to be delivered to the Administrative Agent, each part of the following, all in form and substance acceptable to the Administrative Agent and the Required Lenders in their sole discretion:
(i) a Security Agreement (which may take the form of an amendment and restatement of the Security Agreement delivered pursuant to Section 5.12(a)(ii)) executed by the Borrower and certain of its Subsidiaries, pursuant to which the Borrower and such Subsidiaries grant Collateral to the Collateral Agent or its nominee(s)) that the Collateral Agent may reasonably specify for the purpose of (a) exercising the rights to the Collateral or (b) securing and perfecting its security over or title to all or any part of the Collateral (including transferring the Collateral into the name of the Collateral Agent or its nominee(s)).
(d) Except as otherwise provided herein, upon the transfer to Lender of Loaned Shares pursuant to Section 5, the Collateral Agent shall release to Borrower Collateral with a valid first Market Value equal to the Market Value of the Loaned Shares so transferred but only to the extent that immediately following such transfer of Collateral no Collateral Deficit would exist. Such transfer of Collateral shall be made no later than the Delivery Time on the day the Loaned Shares are transferred, or if such day is not a day on which a transfer of such Collateral may be effected under Section 12 or if the transfer of Loaned Shares by Borrower to Lender occurs after the Delivery Time on such day, then in each case the next day on which such a transfer may be effected. As promptly as practicable but no later than the Delivery Time on the second Business Day immediately following the date on which Borrower notified Lender of a Credit Upgrade, the Collateral Agent shall release to Borrower all Collateral.
(e) If Borrower transfers Collateral to Collateral Agent, as provided in this Section 4, and prior Lien on certain equipmentLender does not transfer the Loaned Shares to Borrower, real property Borrower shall have the absolute right to the return of the Collateral; if Lender transfers Loaned Shares to Borrower and Borrower does not transfer Collateral to Collateral Agent as provided in this Section 4, Lender shall have the absolute right to the return of the Loaned Shares.
(f) Borrower may, upon notice to Lender and Collateral Agent, substitute Collateral for Collateral securing any Loan or Loans; provided, that such substituted Collateral shall have a Market Value such that the aggregate Market Value of such substituted Collateral, together with all other Collateral, shall equal or exceed the Market Value of the outstanding Loaned Shares as of the date of such substitution.
(g) Each of the parties to this Agreement hereby agree that Cash and each item within the definition of Non-Cash Collateral contained in the Collateral Account shall be treated as a “financial asset” as defined by Section 8-102(a)(9) of the UCC.
(h) Any Collateral deposited in the Collateral Account shall be segregated from all other assets and property of the Borrower Collateral Agent, which such segregation may be accomplished by appropriate identification on the books and such Subsidiaries (in addition to records of Collateral Agent, as a “securities intermediary” within the Liens granted pursuant to the Security Agreement delivered pursuant to Section 5.12(a)(ii)) as shall be required and determined by the Administrative Agent and the Required Lenders;
(ii) Uniform Commercial Code, tax and judgment lien search reports listing all documentation on file against the Borrower, each Subsidiary and such other Persons as the Administrative Agent may require in each jurisdiction in which it has a principal place of business and jurisdiction of organization and in which any Collateral is or has been located;
(iii) subject to the terms meaning of the Intercreditor Agreement and UCC. The Securities Intermediary acknowledges that the Security Agreements, such executed documentation as Collateral Account is maintained for the Collateral Agent or the Administrative Agent may require or deem necessary and undertakes to perfect or protect the Collateral Agent's Liens in the assets of the Borrower and its Subsidiaries granted pursuant to the Security Agreement described in clause (i) above, including, without limitation, (A) financing statements under the Uniform Commercial Code, (B) all Collateral the possession of which is necessary to perfect the Lien therein, (C) all other applicable documentation under the laws of any jurisdiction required with respect to the creation, perfection and protection of Liens, and (D) all third-party or governmental approvals and consents required for the pledge of the Collateral under the Security Agreement;
(iv) duly executed UCC-3 termination statements and such other documentation as shall be necessary to terminate or release all Liens encumbering the Collateral not otherwise permitted by this Agreement;
(v) evidence that the insurance required by Section 5.05 is in effect;
(vi) favorable written opinions from counsel to the Borrower and its Subsidiaries addressed to the Lenders and satisfactory to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel for the Administrative Agent, as to such matters relating to the Security Agreements and the other Loan Documents, as the Administrative Agent may request (and the Borrower hereby instructs its counsel to deliver such opinions to the Administrative Agent for the benefit of the Lenders);
(vii) as applicable, a Mortgage with respect to each Mortgaged Property executed on behalf of the record owner of such Mortgaged Property with a metes and bounds or other description of the parcel attached thereto and recorded in the applicable real property records;
(viii) with respect to each parcel of the Mortgaged Property, a title insurance commitment, all documentation evidencing any exceptions to title reflected thereon (or other evidence of title satisfactory to the Administrative Agent), and, to the extent available, a survey and environmental report relating to such parcel; and
(ix) such additional information and documentation as treat the Collateral Agent or as entitled to exercise the Administrative Agent may require rights that comprise the Collateral credited to consummate the transactions contemplated by this Collateral Account. For purposes of UCC Section 5.12(b9301(2). The Borrower's failure to fully , the Collateral Account and timely satisfy on or before February 15the Collateral will reside in New York, 2002 each requirement set forth in clauses (i) through (ix) of this Section 5.12(b) shall constitute an immediate Event of DefaultNew York."
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