Pledge of Additional Collateral. Subject to the terms of the Intercreditor Agreement:
(a) Within 45 days after the Acquisition of assets of the type that would have constituted Collateral on the Closing Date pursuant to the Security Documents (the “Additional Collateral”), each of Holdco and Borrower shall, and shall cause each other Loan Party to, take all necessary action (if any), including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Agent for the benefit of the Secured Parties, a perfected Second Priority Lien, subject in each case only to Permitted Liens, in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o)). In the event that any Loan Party acquires any additional Real Property having a Fair Market Value in excess of $7,500,000 as determined in good faith by Borrower (whether or not the subject of a Mortgage or other Security Documents), Holdco or Borrower shall take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in Sections 4.01(o)) (unless, with respect to any such Real Property, the Administrative Agent determines, in its reasonable discretion, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required by this Section 5.10(a) would be disproportionate to the benefits expected to be received by the Secured Parties). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and the Collateral Agent and shall constitute valid and enforceable perfected Second Priority Liens subject only to Permitted Encumbrances or other Liens acceptable to the Collateral Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent required to be granted pursuant to t...
Pledge of Additional Collateral. (a) From and after the date the Collateral Documents are executed and delivered and so long as the Securities are secured by the Security Interest, if a Wholly Owned Domestic Subsidiary shall become a Guarantor pursuant to Section 4.19, then, the Company or such Guarantor (in respect of the Property acquired) or such Wholly Owned Domestic Subsidiary (in respect of all of its Properties that constitute Collateral), shall, promptly, after such acquisition of Property, if necessary, execute and deliver in respect of such Property or Properties, mortgages, deeds of trust, security agreements, pledge agreements or similar instruments (as applicable) and take all such other actions as may be deemed reasonably necessary to grant and perfect, if not otherwise perfected, a first priority lien on those additional assets or the assets of such Wholly Owned Domestic Subsidiary to the Collateral Agent for the benefit of the Secured Parties (to the extent such assets constitute Collateral). The execution of such additional security documents shall vest in the Collateral Agent a perfected security interest, subject only to Permitted Liens, in such Property or Properties (to the extent such assets constitute Collateral) for the benefit of the Collateral Agent on behalf of the Secured Parties, and thereupon all provisions of this Indenture and the applicable Collateral Documents relating to the Collateral shall be deemed to relate to such Property or Properties to the same extent and with the same force and effect.
(b) Unless and until documents granting a first priority lien security interest in additional Property or assets are delivered to the Collateral Agent as contemplated by Section 9.04(a), the Trustee and the Collateral Agent may assume without inquiry that the Collateral Agent has received all Collateral Documents required to be delivered to it pursuant to this Article 9 and that no additional documents are required to be delivered to the Collateral Agent pursuant to Section 9.04(a).
Pledge of Additional Collateral. Subject to Section 6.12(b), and in any event within 30 days after the acquisition by the Company or any of its Subsidiaries of (i) Real Property in the United States or the United Kingdom, (ii) assets (other than the Real Property) of the type that would have constituted Collateral (pursuant to the appropriate Security Document on the Closing Date or Effective Date, as applicable, executed by such Person) at the Closing Date or the Effective Date or (iii) capital stock or other equity interest of any Subsidiary (other than a Subsidiary of a Non-Guarantor Subsidiary), which shall be limited to 65% of the capital stock or other equity interest in the case of a Foreign Subsidiary that is not a pass-through entity and where the pledge would have the effects set forth in clause (a)(i) or (ii) of the definition of Non-Guarantor Subsidiary (whether by capital contribution or acquisition) (collectively, (i), (ii), (iii) and the assets of any Subsidiary described in (iii), the "Additional Collateral"), the Company will, and will cause each of its Subsidiaries to, take all necessary action, including the filing of appropriate financing statements under the provisions of the UCC, applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, entering into or amending Security Documents or, in the case the Company or any of its Subsidiaries creates or acquires a Subsidiary, entering into such additional pledge agreements and security agreements in form and substance satisfactory to the Collateral Agent (and, in the case of the acquisition of Real Property in the United States or the United Kingdom, satisfaction of the conditions set forth in Sections 4.01(b)(iv), 4.01(q) and 4.01(u) and, in the case of the acquisition of personal property, satisfaction of the conditions set forth in Sections 4.01(b)(iv) and 4.01(n)), to grant to the Collateral Agent a perfected first priority Lien in such Collateral subject to no other Liens other than Prior Liens and other Liens expressly permitted by the applicable Security Document pursuant to and to the full extent required by the Security Documents and this Agreement. Notwithstanding the foregoing, (i) Non-Guarantor Subsidiaries, (ii) to the extent that such Additional Collateral consisting of inventory and receivables is not permitted to be pledged to the Banks by Indebtedness incurred pursuant to Section 7.04(f), Foreign Subsidiaries acquired pursuant to a ...
Pledge of Additional Collateral. Within 30 days (or such longer time period as may be acceptable to the Collateral Agent) after the acquisition of assets of the type that would have constituted Collateral on the Effective Date pursuant to the Pledge Agreements (the “Additional Collateral”), each appropriate Loan Party shall, and shall cause its Subsidiaries to, take all necessary action (if any), including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Pledge Agreement, or in the case of the Equity Interests of a “first tier” Non-U.S. Subsidiary (other than any Insurance Subsidiary), entering into a Pledge Agreement providing for the relevant Loan Party or Subsidiary to create an enforceable and perfected security interest in 65% of the Equity Interests in such Subsidiary, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties a perfected first priority Lien in such Collateral pursuant to and to the full extent required by the Pledge Agreement and this Agreement (including, without limitation, satisfaction of the conditions set forth in paragraphs (m), (n) and (o) of Section 4.01 and, upon the reasonable request of the Collateral Agent, an opinion of counsel with respect thereto as set forth in paragraph (e) of Section 4.01).
Pledge of Additional Collateral. Promptly, and in any event within 30 days, after the acquisition of any Property of the type that would have constituted Collateral at the Original Closing Date (including the capital stock of any Subsidiary hereafter created or acquired) other than Real Property (the "Additional Collateral"), each Obligor and each Wholly Owned Subsidiary (other than any Foreign Subsidiary) shall take all action necessary or desirable, including the execution and delivery of all such agreements, assignments, documents and instruments (including amendments to the Basic Documents) and the filing of appropriate financing statements under the provisions of the UCC or applicable governmental requirements in each of the offices where such filing is necessary or appropriate, to grant the Administrative Agent for the benefit of the Lenders a duly perfected first priority Lien on such Property pursuant to and to the full extent required by the Security Documents and this Agreement; provided, however, that (i) not more than 65% of the capital stock of any "first tier" Foreign Subsidiary need be pledged and no capital stock of any Foreign Subsidiary which is not a "first-tier" Foreign Subsidiary need be pledged, (ii) no capital stock of the Barmet Option Entity to be issued or sold to Barmet pursuant to the Barmet Option need be pledged, and (iii) the foregoing provisions shall not apply from and after the Collateral Release Date. The costs of all actions taken by the parties in connection with the pledge of Additional Collateral or in connection with any Mortgage, including reasonable costs of counsel for the Administrative Agent, shall be paid by the Obligors promptly following written demand.
Pledge of Additional Collateral. Subject to any applicable exceptions set forth in the Security Documents, within 60 days (or such longer periods as set forth in the applicable Security Documents or as may be agreed to by the Administrative Agent from time to time in its reasonable discretion) after the acquisition of assets of the type that would have on the Effective Date constituted Collateral under the Security Documents (but in any event excluding Equity Interests of Excluded Joint Ventures acquired by any Loan Party) (the “Additional Collateral”), the Borrower will, and will cause the Subsidiary Guarantors to (i) take all action that may be required under any applicable law, or that the Collateral Agent (or the Collateral Agent acting at the direction of the Requisite Lenders) may reasonably request (including the authorization of appropriate financing statements and other filings under the provisions of the UCC and other applicable domestic, local or foreign laws, rules or regulations, in each of the offices where such filing is necessary or appropriate, or amending or, with respect to creation or acquisition of a new Restricted Subsidiary (other than any Excluded Subsidiary) after the Effective Date, entering into or amending (to add such acquired assets or such new Restricted Subsidiary
Pledge of Additional Collateral. From and after the Issue Date and so long as the Notes are required to be secured under the terms of this Indenture, if (i) to the extent provided in the Security Agreement, material property (other than Excluded Property) is acquired by the Company or a Guarantor or (ii) property of the Company or a Guarantor that had constituted Excluded Property ceases to constitute Excluded Property, and in either case such property is not automatically subject to a perfected security interest under the Security Agreements, or (iii) if a Restricted Subsidiary becomes a Guarantor, then the Company or the applicable Guarantor will, as soon as practical after such property’s acquisition (or such property no longer constituting Excluded Property), grant a perfected security over such property (or, in the case of a new Guarantor, over all of its assets except Excluded Property) in favor of the Second Lien Collateral Agent on a second-priority Lien basis, and will deliver certain certificates, corporate documents and opinions in respect thereof as required by this Indenture and the Security Agreements.
Pledge of Additional Collateral. 29 6.3 Application of Proceeds from Collateral............................................................30 6.4
Pledge of Additional Collateral. Within 30 days after the acquisition of assets of the type that would have constituted Collateral on the Original Effective Date pursuant to the Security Documents (including pursuant to the release of IRB Assets from the IRB Agreements) (the “Additional Collateral”), each of the Parent Guarantor and the Borrower will, and will cause each of the other Loan Parties to, take all necessary action, including the filing of appropriate financing statements under the provisions of the UCC, applicable domestic or local laws, rules or regulations in each of the offices where such filing is necessary or appropriate, or entering into or amending the Guarantee Agreement and the Security Documents, to grant to the Collateral Agent for its benefit and the benefit of the Secured Parties, a perfected first priority Lien, subject in each case only to Permitted Liens, in such Collateral in each case pursuant to and to the full extent required by the Security Documents and this Agreement (including, without limitation, satisfaction of the conditions set forth in subsections (t) and (u) of Section 4.01 of the Original Credit Agreement). In the event that any Loan Party acquires an interest in additional Real Property having a fair market value in excess of $1.0 million as determined in good faith by the Borrower (including pursuant to the release of any such Real Property that constituted an IRB Asset from the IRB Agreements) or renews any Real Property Agreement, including, without limitation, the renewal of any Real Property Agreement relating to the “3000 Xxxxx Xxxxxxxx Xxxxx Facility” (as referred to on Schedule 3.11(b) to the Original Credit Agreement), (whether or not the subject of a Mortgage or other Security Documents), the Parent Guarantor or the Borrower or (to the extent applicable) will cause the other Loan Parties to, and using its commercially reasonable efforts in respect of any such leases, take such actions and execute such documents as the Collateral Agent shall require to confirm the Lien of a Mortgage, if applicable, or to create a new Mortgage or other Security Documents (including, without limitation, satisfaction of the conditions set forth in subsections (t) and (u) of Section 4.01 of the Original Credit Agreement). All actions taken by the parties in connection with the pledge of Additional Collateral, including, without limitation, reasonable costs of counsel for the Administrative Agent and the Collateral Agent, shall be for the account of the Borr...
Pledge of Additional Collateral. If at any time the Debt Rating is lower than Ba3 from Mxxxx’x (or unrated) or lower than BB-from S&P (or unrated), then the Credit Parties will promptly grant security interests in the following: