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 Collateral specifically requested by the Administrative Agent. Notwithstanding anything to the contrary set forth herein, no lease, contract or license between (x) the MLP, the Borrower or any of the Restricted Subsidiaries and (y) Xxxxxx Resource or any of its Restricted Subsidiaries shall prohibit a Lien in favor of, or foreclosure by, the Collateral Agent thereon; (iv) the Loan Parties shall not be required to xxxxx x Xxxx on equity interests in a Foreign Subsidiary, and a Foreign Subsidiary shall not be required to grant Liens on its assets to the extent that the granting of such Liens would have an adverse tax effect on the Companies; (v) the Borrower shall not be required to xxxxx x Xxxx on any asset that could result in the contravention of applicable law, unless such applicable law would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C. (or any successor provision or provisions); provided, that this clause (v) shall not prohibit the grant of a Lien or a provision of a Guaranty at such time as the legal prohibition shall no longer be applicable and to the extent severable (which Lien shall attach immediately to any portion not subject to the prohibitions specified above); (vi) the Loan Parties shall not be required to grant Liens on any real or personal property (including any Vessel, Building or Manufactured (Mobile) Home) to the extent that all such property has an aggregate fair market value of less than $25,000,000 at all times; provided, that this clause (a)(vi) shall not apply to any real or personal property listed on Schedule 4.01; (vii) in the case of the Acquisition of assets by a Loan Party after the Closing Date, upon request made by the Borrower, the Administrative Agent may extend the time period for compliance with this Section 6.16
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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 Section 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-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 Collateral specifically requested by the Administrative Agent. Notwithstanding anything to the contrary set forth herein, no lease, contract or license between (x) the MLP, the Borrower or any of the Restricted Subsidiaries and (y) Xxxxxx Resource or any of its Restricted Subsidiaries shall prohibit a Lien in favor of, or foreclosure by, the Collateral Agent thereon;
; (iv) the Loan Parties shall not be required to xxxxx x Xxxx on equity interests in a Foreign Subsidiary, and a Foreign Subsidiary shall not be required to grant Liens on its assets to the extent that the granting of such Liens would have an adverse tax effect on the Companies;
(v) the Borrower shall not be required to xxxxx x Xxxx on any asset that could result in the contravention of applicable law, unless such applicable law would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C. (or any successor provision or provisions); provided, that this clause (v) shall not prohibit the grant of a Lien or a provision of a Guaranty at such time as the legal prohibition shall no longer be applicable and to the extent severable (which Lien shall attach immediately to any portion not subject to the prohibitions specified above);
(vi) the Loan Parties shall not be required to grant Liens on any real or personal property (including any Vessel, Building or Manufactured (Mobile) Home) to the extent that all such property has an aggregate fair market value of less than $25,000,000 at all times; provided, that this clause (a)(vi) shall not apply to any real or personal property listed on Schedule 4.01;
(vii) in the case of the Acquisition of assets by a Loan Party after the Closing Date, upon request made by the Borrower, the Administrative Agent may extend the time period for compliance with this Section 6.16grant
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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 Organization Documents of 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 in this Section 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 Restatement Effective 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 Collateral specifically requested by the Administrative Agent. Notwithstanding anything to the contrary set forth herein, no lease, contract or license between (x) the MLP, the Borrower or any of the Restricted Subsidiaries and (y) Xxxxxx Resource or any of its Restricted Subsidiaries shall prohibit a Lien in favor of, or foreclosure by, the Collateral Agent thereon;
(iv) the Loan Parties shall not be required to xxxxx x Xxxx on equity interests in a Foreign Subsidiary, and a Foreign Subsidiary shall not be required to grant Liens on its assets to the extent that the granting of such Liens would have an adverse tax effect on the Companies;
(v) the Borrower shall not be required to xxxxx x Xxxx on any asset that could result in the contravention of applicable law, unless such applicable law would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections Section 9-406, Section 9-407, Section 9-408 or Section 9-409 of the U.C.C. UCC (or any successor provision or provisions); provided, that this clause (v) shall not prohibit the grant of a Lien or a provision of a Guaranty at such time as the legal prohibition shall no longer be applicable and to the extent severable (which Lien shall attach immediately to any portion not subject to the prohibitions specified above);
(vi) the Loan Parties shall not be required to grant Liens on any real or personal property (including any Vessel, Building or Manufactured (Mobile) Home) to the extent that all such property has an aggregate fair market value of less than $25,000,000 at all times; provided, that this clause (a)(vi) shall not apply to any real or personal property listed on Schedule 4.01;
(vii) in the case of the Acquisition of assets by a Loan Party after the Closing Restatement Effective Date, upon request made by the Borrower, the Administrative Agent may extend the time period for compliance with this Section 6.16 and Section 6.14 for a period of up to sixty (60) days after the date of such Acquisition (or such later date as the Administrative Agent shall agree in its sole discretion);
(viii) the Borrower shall not be required to xxxxx x Xxxx on any asset with respect to which the Administrative Agent determines in its sole discretion the costs of obtaining such Lien are excessive in relation to the value of the security to be afforded thereby; and
(ix) no Loan Party shall be required to xxxxx x Xxxx on the equity interests in any Unrestricted Subsidiary.
(b) In connection with the actions required pursuant to this Section 6.16, (i) the Borrower and the MLP shall, and shall cause each applicable 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, title opinions, title insurance, evidence of insurance and other documents, and shall use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, in each case as shall be reasonably requested by the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent, and (ii) the applicable Loan Party shall, prior to delivering any Mortgage securing Buildings or Manufactured (Mobile) Homes, or any amendment of or supplement to any Mortgage adding Buildings or Manufactured (Mobile) Homes as “Collateral” defined therein, deliver to the Administrative Agent (A) a standard flood hazard determination with respect to the real property subject to such Mortgage, and (B) if such real property is located in a special flood hazard area, (1) confirmation of receipt by the Borrower and any applicable Loan Party of notice from the Administrative Agent as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under applicable Flood Insurance Regulations, and (2) evidence of applicable flood insurance, if available, in each case in such form, on such terms and in such amounts as required by applicable Flood Insurance Regulations or as otherwise reasonably required by the Administrative Agent, in each case as shall be reasonably requested by the Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent.
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Samples: Amendment and Restatement Agreement (Martin Midstream Partners L.P.)
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 6.18
(a) to ensure that the Collateral Agent, 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 (i) not less than 80% (based on the OLV) of the (x) material Vessels and material the other Fixed Assets, (y) ii), all accounts receivable, inventory, equipment, general intangibles intangibles, and deposit accounts, and (ziii) all other material assets and properties of the MLP, the Borrower Borrower, and the Restricted their Subsidiaries, including all capital stock, partnership, joint venture, membership interests interests, or other equity interests; providedprovided that, that,
(iA) equity interests in CF Martin Sulphur will not be pledged until (1) the CF Martin Sulphur Xxxxxxxxtion Documents no longer prohibit the MLP, xxx Xxxxxwer, or their Subsidiaries from granting a Lien and security interest in equity interests of CF Martin Sulphur or (2) Martin Resource, its Subsidiaries, or Affilixxxx xxx all of the equitx xxxxrests in CF Martin Sulphur and CF Martin Sulphur General Partner, (B) general partnership xxxxxxxxxip interests in the Borrower xx xxx Xxrrower shall not be pledged by the Borrower General Partner until (A1) 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, Borrower and (B2) such pledge shall not result in any material adverse tax consequences to the MLPMLP or its Subsidiaries, the Borrower or the Restricted Subsidiaries;
and (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;
(iiiC) if the grant of a Lien on (A) any specific lease, contract right, governmental license or approval or similar propertyproperty (collectively, 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 their Subsidiaries is a party or is subject, then the Loan Parties shall not be required to xxxxx x Xxxx grant a Lien to the Collateral Agent on such Non-Pledgeable Collateral for so long as such grant is prohibited or would result in such defaultCollaterax; provided, thatxxx xxxxxded further, 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 grant a Lien on Non-Pledgeable Collateral specifically requested by txx Xxxxxxxxxative Agent ("Required Approvals"). Subject to the preceding provisions of this Section 6.18(a), the Borrower and the MLP agree that upon the written request of the Administrative Agent, the MLP, the Borrower and/or their Subsidiaries, as applicable, shall, within 30 days from and after receipt of such written request, execute and deliver to the Administrative Agent supplemental Loan Documents, in form and substance satisfactory to the Administrative Agent and its counsel, securing payment of the Notes and the other Obligations and covering additional assets and properties not then encumbered by any Loan Documents (together with such other information, as may be requested by the Administrative Agent, each of which shall be in form and substance reasonably acceptable to the Administrative Agent) such that the Administrative Agent shall have received currently effective duly executed and perfected Collateral Documents encumbering substantially all of the assets of the MLP, the Borrower and each of their respective Subsidiaries as required by this Section 6.18(a) (it being acknowledged and agreed that if the Loan Parties cannot obtain all Required Approvals in respect of any specific Non-Pledgeable Collateral using commercially reasonable efforts, then the Loan Parties shall not be required to grant a Lien on such Non-Pledgeable Collateral to the Collateral Agenx). Notwithstanding Xxxxxxxxtanding anything to the contrary set forth herein, no lease, contract or license between (x) the MLP, the Borrower or any of the Restricted their Subsidiaries and (y) Xxxxxx Martin Resource or any of its Restricted Subsidiaries shall prohibit a Lien in favor offxxxx xf, or foreclosure by, the Collateral Agent thereon;.
(ivb) In connection with the Loan Parties shall not be actions required pursuant to xxxxx x Xxxx on equity interests in a Foreign Subsidiarythe foregoing subsection (a), the Borrower and the MLP shall, and a Foreign shall cause 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, title opinions, title insurance and other documents, and shall not use commercially reasonable efforts to obtain landlord and mortgagee waivers and third party consents, as shall be required to grant Liens on its assets requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the extent that the granting of such Liens would have an adverse tax effect on the Companies;Administrative Agent.
(vc) the Borrower The Liens required by this Section 6.18 shall not be required to xxxxx x Xxxx on any asset that could result perfected Liens in the contravention of applicable law, unless such applicable law would be rendered ineffective with respect to the creation favor of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 Collateral Agent for the benefit of the U.C.C. Lenders, subject in priority to no other Liens except Permitted Liens of the type described in Section 7.01 (or any successor provision or provisions); providedother than Section 7.01(h) and, that this clause (v) shall not prohibit the grant of a Lien or a provision of a Guaranty at such time as the legal prohibition shall no longer be applicable and to the extent severable (which Lien shall attach immediately to any portion not subject to the prohibitions specified above);
(vi) the Loan Parties shall not be required to grant Liens on any real or personal property (including any Vessel, Building or Manufactured (Mobile) Home) to the extent that all such property has an aggregate fair market value of less than $25,000,000 at all times; provided, that this clause (a)(vi) shall not apply to any real or personal property listed on Schedule 4.01;
(vii) in the case of the Acquisition of Vessels and other fixed assets by a Loan Party after the Closing Daterequired to be pledged pursuant to Section 6.18(a)(i), upon request made by the Borrowerother than Section 7.01(b), the Administrative Agent may extend the time period for compliance with this Section 6.16(h), (i), (j), and (k)).
Appears in 1 contract
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 6.17(a) to ensure that the Collateral Agent, on behalf of the Lenders and the Lender Swap PartiesLenders, 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 intangibles, and deposit accounts, and (z) other material assets and properties of the MLP, the Borrower Borrower, and the Restricted their Subsidiaries, including all capital stock, partnership, joint venture, membership interests interests, or other equity interests; provided, 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, Borrower and (B) such pledge shall not result in any material adverse tax consequences to the MLP, the Borrower MLP or the Restricted its Subsidiaries;
(ii) the grant of a Lien on the equity of and assets acquired by the Xxxxxxxx, Xxxxx and Xxxx Joint Venture shall not be required;
(iii) the grant of a Lien on the assets described on Schedules 4.01 and 6.16 Schedule 6.17 shall not be required until such time as indicated thereonon Schedule 6.17;
(iiiiv) if the grant of a Lien on (A) any specific lease, contract right, governmental license or approval or similar property, property (it being understood by the parties hereto that equity interests in Persons are not included in this clause (A)) or (B) subject to the Administrative Agent’s consent, any property acquired by a Loan Party an Obligor after the Closing Date (the property described in this clause (iiiiv) 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 their 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, 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 Collateral specifically requested by the Administrative Agent. Notwithstanding anything to the contrary set forth herein, no lease, contract or license between (x) the MLP, the Borrower or any of the Restricted their Subsidiaries and (y) Xxxxxx Resource or any of its Restricted Subsidiaries shall prohibit a Lien in favor of, or foreclosure by, the Collateral Agent thereon;
(ivv) the Loan Parties Borrower shall not be required to xxxxx x Xxxx on equity interests in a Foreign Subsidiary, and a Foreign Subsidiary of a Company shall not be required to grant Liens on its assets assets, to the extent that the granting of such Liens would have an adverse tax effect on the Companies;
(v) the Borrower shall not be required to xxxxx x Xxxx on any asset that could result in the contravention of applicable law, unless such applicable law would be rendered ineffective with respect to the creation of the security interest hereunder pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the U.C.C. (or any successor provision or provisions); provided, that this clause (v) shall not prohibit the grant of a Lien or a provision of a Guaranty at such time as the legal prohibition shall no longer be applicable and to the extent severable (which Lien shall attach immediately to any portion not subject to the prohibitions specified above);and
(vi) the Loan Parties shall not be required to grant Liens on any real or personal property (including any Vessel, Building or Manufactured (Mobile) Home) to the extent that all such property has an aggregate fair market value of less than $25,000,000 at all times; provided, that this clause (a)(vi) shall not apply to any real or personal property listed on Schedule 4.01;
(vii) in the case of the Acquisition acquisition of assets property by a Loan Party Company after the Closing Date, upon request made by the Borrower, the Administrative Agent may extend the time period for compliance with this Section 6.166.17 and with Section 6.15 for a period of up to forty-five (45) days after the date of such acquisition.
(b) In connection with the actions required pursuant to this Section 6.17, the Borrower and the MLP shall, and shall cause 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, 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 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 6.17 shall be perfected Liens in favor of the Collateral Agent for the benefit of the Lenders and the Lender Swap Parties, subject in priority to no other Liens except Permitted Liens of the type described in Section 7.01 (other than Section 7.01(h) and, in the case of the Vessels and other fixed assets required to be pledged pursuant to Section 6.17(a)(i), other than Section 7.01(b), (h), (i), (j), and (k)).
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