Pledge of Additional Collateral. (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 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 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 First 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 the Mortgages and all taxes, fees and other charges payab...
Pledge of Additional Collateral. On or before December 31, 2000 (or such later date as permitted to any AC Pledge Borrowers to pledge Additional Collateral pursuant to the provisions of the Plan), the AC Pledge Borrowers, if any, shall grant to the AC Collateral Agent, for the benefit of the banks under New Credit Agreements Re D&O Loans, a first, perfected security interest in the Additional Collateral. Specifically, on or before such date, the AC Collateral Agent shall have received: (i) the AC Pledge Agreement, (ii) all stock certificates pledged pursuant thereto, (iii) appropriate stock powers for such shares endorsed in blank, (iv) appropriate evidence of the perfection and first priority of such collateral agent's Lien, including UCC financing statements and/or registration or acknowledgments of the Lien of such collateral agent on any applicable brokerage account of each AC Pledge Borrower, and (v) a certificate from Conseco, in form reasonably satisfactory to the Administrative Agent, signed by a Responsible Officer, identifying the AC Pledge Borrowers by name and describing the Additional Collateral to be pledged by each such Borrower. Consistent with (but not in limitation of) the foregoing and the other provisions of this Agreement and the other Loan Documents, (a) the delivery of any Additional Collateral to the AC Collateral Agent, to be held and disposed of pursuant to the provisions of the AC Pledge Agreement, shall constitute a collateral pledge of such property and shall not constitute a paydown on the Loans or otherwise entitle the AC Pledge Borrower to any reduction in the amount of such Borrower's Loans unless and until the AC Collateral Agent disposes of such property and applies the proceeds thereof as provided pursuant to the provisions of the AC Pledge Agreement, (b) none of the AC Collateral Agent, the Administrative Agent, and the Banks shall have or otherwise incur any liability in favor of the AC Pledge Borrower, Conseco, or any other Person with respect to the AC Pledge Agreement and/or the Additional Collateral except solely to the extent expressly set forth in the AC Pledge Agreement, and (c) consistent with (but not in limitation of) the preceding clause (b), the AC Pledge Borrowers and Conseco shall bear (and thus reimburse the AC Collateral Agent promptly for) any and all reasonable costs and expenses of the AC Collateral Agent's accepting, maintaining, and realizing on the pledge of the Additional Collateral. If there are to be no AC Pledge Borrowers on ...
Pledge of Additional Collateral. (a) Subject to Section 7.14, as soon as reasonably practicable after the acquisition after the Closing Date of any personal property or assets by any Loan Party or Intercompany Loan Party with a Dollar Equivalent value in excess of the Dollar Equivalent of U.S. $5,000,000 (the "Additional Collateral"), each such Loan Party or Intercompany Loan Party shall take all reasonably necessary or desirable action, including the filing of appropriate financing statements under the provisions of the UCC and applicable foreign, domestic or local laws, rules or regulations in each of the offices where such filing is nec- xxxxxx or appropriate, to (1) with respect to Additional Collateral acquired by any Loan Party, grant to the Paying Agent for the benefit of (i) with respect to any such Additional Collateral acquired by any Domestic Loan Party, all of the Creditors, and (ii) with respect to any such Additional Collateral acquired by a Foreign Loan Party, the Lenders owed Obligations by Subsidiary Borrower and (2) with respect to Additional Collateral acquired by any Intercompany Loan Party, grant to the obligee of Intercompany Loans a perfected first priority Lien in such Additional Collateral (or comparable interest under foreign law in the case of foreign Additional Collateral), subject to Liens of the type permitted in the Security Documents, pursuant to and to the full extent required by the applicable Security Documents, the applicable Intercompany Security Documents and this Agreement; provided, however, that notwithstanding the foregoing, (1) "Additional Collateral" shall in no event include Timber Assets or the Equity Interests in CorrChoice or Soterra LLC or the property or assets of CorrChoice or Soterra LLC; (2) no Domestic Loan Party shall be required, subject to Section 7.19, to pledge more than 65% of the Equity Interests of any Foreign Subsidiary, and no Equity Interests of any Foreign Subsidiary which is not a "first tier" Subsidiary of a Domestic Loan Party need be pledged by a Domestic Loan Party; and (3) no Foreign Subsidiary need pledge any property or assets to the extent prohibited by applicable law or to the extent such pledge would secure the Obligations of any Domestic Loan Party.
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 Pledged Collateral at the Closing Date (the "ADDITIONAL COLLATERAL"), each Obligor will, and each of them will cause each of their respective Subsidiaries to, take all action necessary or desirable, including the execution and delivery of all such agreements, assignments, documents and instruments (including amendments to the Senior Loan 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 Collateral 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 Agreement and this Agreement; PROVIDED, HOWEVER, that (subject to Section 5.13) not more than 65% of the Capital Stock of any Foreign Subsidiary need be pledged. In the event that, after the date hereof, any Obligor acquires or holds a fee interest in any Real Property with a value of $1.0 million or more that is not pledged under an existing Mortgage, such Obligor will (i) take such actions and execute such documents (including a Mortgage) as the Collateral Agent shall reasonably require to confirm the Lien of an existing Mortgage, if applicable, or to create a new mortgage on such Real Property and (ii) cause to be delivered to the Collateral Agent, on behalf of the Lenders, the documents and instruments reasonably requested by the Collateral Agent or the
Pledge of Additional Collateral. 29 6.3 Application of Proceeds from Collateral............................................................30 6.4
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. (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.
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.
