Further Assurances; Additional Collateral. (a) Each Principal Company will and will cause its Subsidiary Guarantors to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Collateral Agent or any Lender may reasonably require from time to time in order to (i) carry out the purposes of this Agreement or any other Loan Document, (ii) subject any of the Properties, rights or interests covered by any of the Collateral Documents to the Liens created by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby and the First Priority nature thereof and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Collateral Agent or the Lenders the rights granted or now or hereafter intended to be granted to the Collateral Agent or any Lenders under any Loan Document or under any other document executed in connection therewith.
(b) With respect to any Property acquired by any Principal Company or a Subsidiary Guarantor after the Closing Date as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected First Priority security interest pursuant to the Collateral Documents (other than Property expressly excluded from the Collateral pursuant to the Loan Documents and subject to Section 9.7 with respect to new Subsidiaries and Section 9.8 with respect to new Real Property Assets), promptly execute and deliver to the Collateral Agent such amendments to the Collateral Documents or such other documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such Property and take all other actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected First Priority security interest in such Property, including, without limitation, the filing of UCC financing statements.
Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower or the MLP to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the MLP and each Subsidiary of the Borrower and the MLP, including all capital stock, partnership, joint venture, membership interests, or other equity interests except for (i) any motor vehicle or other equipment that has a certificate of title and a fair market value of less than $50,000, (ii) Excluded Assets and (iii) those properties and assets as to which the Administrative Agent shall determine in its sole discretion (in consultation with the Borrower) that the costs of obtaining such security interest are excessive in relation to the value of the security to be afforded thereby; provided, that with respect to rights of way, easements, leases or other similar property interests acquired by any Loan Party after the date hereof, the Loan Parties shall promptly grant to the Collateral Agent as additional security for the Obligations, within 60 days after each June 30th and December 31st, a security interest in and Mortgage on each right of way, easement, lease or other similar property interest acquired by any Loan Party during the six month period ended on such June 30 or December 31, as applicable, and not constituting an Excluded Asset.
(b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower and the MLP shall cause the MLP and each Subsidiary of the Borrower and the MLP to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, and other documents, and shall use commercially reasonable efforts to obtain third party consents, as shall be reasonably requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(c) The Liens required by this Section 6.15 shall be first priority Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01. The Liens required by this Section 6.15 shall be perfected Liens in favor...
Further Assurances; Additional Collateral. (a) Each Borrower shall execute and deliver, and cause the Borrower Subsidiaries to execute and deliver, within the time periods set forth with respect to such items on the Closing List, all agreements, documents and instruments designated as “post-closing items” on the Closing List. In the event that any such agreement, document or instrument is not delivered within such time periods, in addition to any other remedies provided hereunder or under the Loan Documents, the Collateral Value of Collateral subject to such agreement, document or instrument, if any, shall be deemed to be zero or, if such Collateral does not otherwise have Collateral Value, the Administrative Agent shall have the right to establish appropriate Availability Reserves based on the value of such Collateral, until such agreements, documents and instruments with respect thereto are executed and delivered.
(b) In addition to and not in lieu of the rights and obligations of the parties under clause (a) above, in the event that any jurisdiction where account debtors of the UK Borrower are located (each, a “Foreign Account Debtor”) becomes a jurisdiction where the aggregate amount owing by Foreign Account Debtors in such jurisdiction is in excess of $1,000,000 and with respect to which Receivables would be given eligibility pursuant to clauses (i) and (ii) of the defined term “Eligible Foreign Receivable” (each, a “Material Foreign Account Debtor Jurisdiction”), the UK Borrower shall cause to be issued, within 45 days after the date on which a jurisdiction becomes a Material Foreign Account Debtor Jurisdiction, an opinion of counsel, addressed to the Administrative Agent, the Lenders and the Issuing Bank, in form and substance reasonably satisfactory to the Administrative Agent and, without limiting the generality of the foregoing, concluding that, under the laws of the Material Foreign Account Debtor Jurisdiction, (i) the courts of the Material Foreign Account Debtor Jurisdiction would recognize the stated choice of law governing the Receivables (being Netherlands law, English law, and, if Receivables governed by Italian law are then included, Italian law) owing from the Foreign Account Debtors in such Material Foreign Account Debtor Jurisdiction; (ii) a judgment under or in respect of such Receivables obtained in the courts of the jurisdiction whose law governs the Receivables would be enforced in the Material Foreign Account Debtor Jurisdiction;
Further Assurances; Additional Collateral. (a) Subject to limitations and exceptions contained in the Loan Documents, Holdings and each Borrower will, and will cause each of their Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any applicable U.S. Law, or which the Administrative Agent or the Required Lenders may reasonably request, to comply with the terms of this Agreement and the other Loan Documents, including causing the Collateral to be subject to a first priority security interest in favor of the Administrative Agent (subject to the Liens permitted by Section 7.2.3) securing all the Obligations, all at the expense of the Borrowers.
(b) Subject to limitations and exceptions contained in the Loan Documents, if any property or asset is acquired by Holdings, the Borrowers or any of their Subsidiaries (other than an Excluded Foreign Subsidiary) after the date of the initial Credit Extension, AMRC will promptly notify the Administrative Agent thereof (except (A), in the case of personal property (excluding any leasehold interests), such notice shall not be required if (i) the Administrative Agent has a valid first-priority perfected security interest in such property or asset by virtue of any actions previously taken by or on behalf of the Administrative Agent or (ii) such actions are not required by the terms of the Security Agreement or the Pledge Agreement, and (B), in the case of a Real Property Asset, to the extent such Real Property Asset is subject to a Lien in favor of a third Person pursuant to clause (b), (c), (j) or (s) of Section 7.2.3), and will cause (except with respect to any such personal property or Real Property Asset described in the preceding parenthetical of this clause) such property or asset to be subjected to a first priority security interest in favor of the Administrative Agent (subject to the Liens permitted by Section 7.2.3) and will take, and cause each of its Subsidiaries (other than its Excluded Foreign Subsidiaries) to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including the actions described in Section 7.1.8 and clause (a) and, subject to the limitations set forth in Section 7.2.17, (i) Landlord Waivers with respect to Inventory located on l...
Further Assurances; Additional Collateral. (a) The Borrower and the MLP shall, and shall cause each Restricted Subsidiary of the Borrower and the MLP to, take such actions and execute and deliver such documents and instruments as the Administrative Agent shall request pursuant to this Section 6.16 to ensure that the Collateral Agent, on behalf of the Lenders and the Lender Swap Parties, shall, at all times, have currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the (x) material Vessels and material Fixed Assets, (y) accounts receivable, inventory, equipment, general intangibles and deposit accounts, and (z) other material assets and properties of the MLP, the Borrower and the Restricted Subsidiaries, including all capital stock, partnership, joint venture, membership interests or other equity interests; provided, that,
(i) general partnership interests in the Borrower shall not be pledged by the Borrower General Partner until (A) such time as the Borrower General Partner Organization Documents no longer prohibit the Borrower General Partner from granting a Lien and security interest in the general partnership interests of the Borrower, and (B) such pledge shall not result in any material adverse tax consequences to the MLP, the Borrower or the Restricted Subsidiaries;
(ii) the grant of a Lien on the assets described on Schedules 4.01 and 6.16 shall not be required until such time as indicated thereon;
(iii) if the grant of a Lien on (A) any specific lease, contract right, governmental license or approval or similar property, or (B) subject to the Administrative Agent’s consent, any property acquired by a Loan Party after the Closing Date (the property described in this clause (iii) is herein referred to collectively as the “Non-Pledgeable Collateral”) is expressly prohibited by, or would cause a default under or termination, avoidance or forfeiture of, any lease, contract, agreement, license or Law to which the MLP, the Borrower, or any of the Restricted Subsidiaries is a party or is subject, then the Loan Parties shall not be required to xxxxx x Xxxx to the Collateral Agent on such Non-Pledgeable Collateral for so long as such grant is prohibited or would result in such default; provided, that, that upon the request of the Administrative Agent, the Loan Parties agree to use commercially reasonable efforts to obtain any consents, authorizations, waivers, or other approvals that may be required in order to xxxxx x Xxxx on Non-Pledgeable Co...
Further Assurances; Additional Collateral. (a) The Borrower shall and shall cause each of its Subsidiaries (other than Excluded MLP Entities) to take such actions and to execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative Agent on behalf of the Lenders shall, at all times, have received currently effective duly executed Loan Documents granting Liens and security interests in substantially all of the assets of the Borrower and each of its Subsidiaries (other than Excluded MLP Entities), including all capital stock, partnership, joint venture, membership interests, or other equity interests.
(b) In connection with the actions required pursuant to the foregoing subsection (a), the Borrower shall and shall cause each Loan Party to execute and deliver such stock certificates, blank stock powers, evidence of corporate authorization, opinions of counsel, current valuations, evidence of title, title opinions, title insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be requested by the Administrative Agent, in each case in form and substance satisfactory to the Administrative Agent.
(c) The Liens required by this Section 6.16 shall be first priority perfected Liens in favor of the Administrative Agent for the benefit of the Lenders, subject to no other Liens except Permitted Liens of the type described in Section 7.01 (other than Section 7.
Further Assurances; Additional Collateral. Each Borrower and each other Loan Party will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds to secure debt and other documents), which may be required under any Law, or which the Administrative Agent or the Required Lenders may reasonably request, to comply with the terms of this Agreement and the other Loan Documents, including causing the Collateral to be subject to a first priority security interest in favor of the Administrative Agent, for the benefit of the Lender Parties (subject, in the case of non-possessory security interests, to the Liens permitted by Section 7.2.3), securing all the Obligations, all at the expense of the Borrowers. The Borrowers also agree to provide to the Administrative Agent, from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Loan Documents.
Further Assurances; Additional Collateral. (a) Subject to any applicable limitations in any Collateral Document and in each case at the expense of the Loan Parties, the Loan Parties shall promptly upon reasonable request by the Administrative Agent or the Collateral Agent or as may be required by applicable law (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances, financing statements, continuations, terminations and other instruments as the Administrative Agent or Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.
(b) Each Loan Party may, in its sole discretion (i) pledge additional Collateral to the Collateral Agent by executing such documentation and taking such actions as the Collateral Agent may reasonably request (provided that no Loan Party shall be required to take any action that would conflict with any of its material contracts) and (ii) cause any Subsidiary to become a Guarantor under the Loan Documents in accordance with the terms thereof.
Further Assurances; Additional Collateral. The Borrower will execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements and other documents and such other actions or deliveries), that may be required by law or that the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Security Documents, all at Borrower’s sole expense.
Further Assurances; Additional Collateral. (a) The Parent and the Borrower will, and will cause each of their Subsidiaries to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of U.C.C. financing statements, and other documents), which may be required under any applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens (subject to the Liens permitted by Section 7.2.3) securing all Obligations and created or intended to be created by the
