Pledge of After Acquired Property. (a) With respect to any right, title or interest of any Loan Party in any Capital Stock or other property of a type subject to the Security Documents and acquired after the Closing Date, promptly grant or cause to be granted to the Administrative Agent, for the benefit of the Lenders, a first Lien of record on all such Capital Stock and property (other than such Capital Stock and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section 6.
1. The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause its Restricted Subsidiaries to execute, acknowledge and deliver, and thereafter register, file or record, or cause its Restricted Subsidiaries to register, file or record, in an appropriate governmental office, any document or instrument deemed by the Administrative Agent to be necessary or desirable for the creation and perfection of the foregoing Liens and deliver Uniform Commercial Code searches in jurisdictions requested by the Administrative Agent with respect to such Capital Stock and other property and legal opinions requested by the Administrative Agent and shall pay, or cause to be paid, all taxes and fees related to such registration, filing or recording.
(b) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower, promptly cause such Restricted Subsidiary to execute and deliver to the Administrative Agent the Subsidiary Guarantee, and, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Restricted Subsidiary and the Subsidiary Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) Notwithstanding anything to the contrary in any Loan Document, neither the Borrower nor any Restricted Subsidiary shall be obligated to (a) pledge under the Loan Documents any of its equity interest in any Joint Venture if such pledge is prohibited by any Contractual Obligation, (b) pledge under the Loan Documents any of its real property or (c) pledge under the Loan Documents a...
Pledge of After Acquired Property. If at any time following the Closing Date any Specified Borrower or any Subsidiary shall acquire at any time property of any nature whatsoever with a monetary value on the date of such acquisition in excess of the Equivalent Amount of $5,000,000 in the aggregate, the Specified Borrower and any such Subsidiary shall grant to the Specified Agent for the ratable benefit of the Specified Lenders a first priority or first ranking (subject to then existing Liens of the type permitted in Section 8.3) Lien on and security interest in such property as collateral security for the Specified Obligations pursuant to documentation reasonably satisfactory to the Specified Agent and take such actions as the Specified Agent shall reasonably require to ensure the priority and perfection of such Lien, PROVIDED that (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary which is a Material Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged, (ii) no voting Capital Stock or assets of any indirect Foreign Subsidiary of the US Borrower or its Domestic Subsidiaries need be so pledged unless such Foreign Subsidiary is also a Material Subsidiary of a Foreign Subsidiary Borrower and such pledge is only to secure the Specified Obligations of such Foreign Subsidiary Borrower, in which case subsection 7.10 shall be complied with, (iii) with respect to real or immovable property, only fee owned real estate or immovable property in excess of the Equivalent Amount of $5,000,000 need be mortgaged, and (iv) property subject to a Lien permitted by subsection 8.3(h) or falling within 8.14(a)(ii) need not be so pledged.
Pledge of After Acquired Property. If at any time following the Closing Date the aggregate monetary value (as determined by aggregating the monetary value of each item or items of property so acquired on the date of the acquisition thereof) of all property (to the extent not already secured) of any nature whatsoever acquired by CCHC, any Domestic Subsidiary and/or XX Xxxx after the Closing Date is in excess of $1,000,000 (including for this purpose fee owned real estate having a monetary value of $1,000,000 or less), CCHC, any such Domestic Subsidiary or XX Xxxx, as applicable, shall grant to the Administrative Agent for the ratable benefit of the Lenders a first priority Lien on and security interest in such property, as collateral security for the Obligations, pursuant to documentation reasonably satisfactory to the Administrative Agent and take such actions as the Administrative Agent shall reasonably require to ensure the priority and perfection of such Lien, provided that (i) only 65% of the voting Capital Stock of any Foreign Subsidiary need be so pledged, (ii) with respect to real property, only fee owned real estate with a value in excess of $1,000,000 need be mortgaged, (iii) property to the extent subject to a Lien permitted by Section 8.3(h) or to the extent that creating such Lien on any item of property is prohibited by any agreement of the type described in clause (ii) or (iii) of Section 8.14 to which such property is subject such property need not be so pledged and (iv) Chattel Paper owned by CCHC or any Subsidiary (A) need not be so pledged to the extent that it is used to secure Lease Transaction Obligations and (B) shall not be required to be delivered to the Administrative Agent prior to 180 days after the creation thereof unless an Event of Default exists, in which case such Chattel Paper shall be delivered to the Administrative Agent promptly following its request.
Pledge of After Acquired Property. If at any time following the Closing, Appia or any of its Subsidiaries acquires property of any nature whatsoever having a value in excess of Fifty Thousand Dollars ($50,000) which is intended by the terms of the applicable Security Document to be, but is not, subject to the Liens created by the Security Documents, Appia shall, or shall cause its relevant Subsidiaries to, as soon as possible and in no event later than thirty (30) days after the relevant acquisition date and, to the extent permitted by applicable law, grant to the Purchaser a first priority (subject to Permitted Liens) Lien on such property as collateral security for the Obligations pursuant to documentation reasonably satisfactory in form and substance to the Purchaser. Appia, at its own expense, shall execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument (including legal opinions, title insurance, consents and corporate documents) and take all such actions reasonably deemed by the Purchaser to be necessary or desirable to ensure the creation, priority and perfection of such Lien.
Pledge of After Acquired Property. If at any time following the Closing Date, the Borrower or any of its Subsidiaries shall acquire property of any nature whatsoever having a value in excess of One Hundred Fifty Thousand and 00/100 Dollars ($150,000.00) which is intended by the terms of the applicable Security Document to be, but is not, subject to the Liens created by the Security Documents, the Borrower shall, or shall cause the relevant Subsidiaries to, as soon as possible and in no event later than thirty (30) days after the relevant acquisition date and, to the extent permitted by applicable law, grant to the Lender a first priority (subject to Permitted Liens) Lien on such property as collateral security for the Obligations pursuant to documentation reasonably satisfactory in form and substance to the Lender. The Borrower, at its sole expense, shall execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument (including legal opinions, title insurance, consents and corporate documents) and take all such actions reasonably deemed by the Lender to be necessary or desirable to ensure the creation, priority and perfection of such Lien.
Pledge of After Acquired Property. (a) With respect to any right, title or interest of any Loan Party in any Equity Interests or other property of a type subject to the Security Documents and acquired after the Restatement Closing Date, promptly grant or cause to be granted to the Collateral Agent, for the ratable benefit of the EPN Group Lenders and the Marco Polo Lenders, a first Lien of record on all such Equity Interesxx xxx xxxperty (other than such Equity Interests and property subject to (i) prior Liens in existence at the time of acquisition thereof and not created in anticipation of such acquisition, in which case the Lien of the Lenders shall be of such priority as is permitted by such prior Lien and (ii) other Liens that are expressly permitted by this Agreement), upon terms substantially the same as those set forth in the Security Documents, and satisfy the conditions with respect thereto set forth in Section 6.1 and 6.
Pledge of After Acquired Property. If at any time following the Third Amendment and Restatement Closing Date the US Borrower or any of its Subsidiaries (other than any Foreign Subsidiary) shall acquire at any time property of any nature whatsoever with a monetary value on the date of such acquisition in excess of the Equivalent Amount of $1,000,000 in the aggregate, the US Borrower and any such Subsidiary shall grant to the Collateral Agent for the ratable benefit of the Secured Parties a first priority or first ranking Lien on and security interest in such property as collateral security for the Obligations pursuant to documentation reasonably satisfactory to the Collateral Agent and take such actions as the Collateral Agent shall reasonably require to ensure the priority and perfection of such Lien, provided that (i) only 65% of the voting Capital Stock of any direct Foreign Subsidiary of International Holdings need be so pledged, (ii) with respect to real or immovable property, only fee owned real estate or immovable property in excess of $1,000,000 need be mortgaged, and (iii) property subject to a Lien permitted by subsection 8.3(h) or falling within 8.14(a)(ii) need not be so pledged.
Pledge of After Acquired Property. Upon the acquisition of any property by any Credit Party, if such property, in the judgment of the Required Holders, shall not already be subject to a perfected first priority Lien in favor of the Collateral Agent for the benefit of the holders of the Notes, then the Company shall, or shall cause such other Credit Party to, at the Company’s expense:
Pledge of After Acquired Property. If at any time following the Closing Date, any Borrower shall acquire property of any nature whatsoever having a value in excess of Fifty Thousand and 00/100 Dollars ($50,000.00) which is intended by the terms of the applicable Security Document to be, but is not, subject to the Liens created by the Security Documents, such Borrower shall, as soon as possible and in no event later than thirty (30) days after the relevant acquisition date and, to the extent permitted by applicable law, grant to the Lender a first priority (subject to Permitted Liens) Lien on such property as collateral security for the Obligations pursuant to documentation reasonably satisfactory in form and substance to the Lender. The Borrowers, at their sole expense, shall execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record in an appropriate governmental office, any document or instrument (including legal opinions, title insurance, consents and corporate documents) and take all such actions reasonably deemed by the Lender to be necessary or desirable to ensure the creation, priority and perfection of such Lien.
Pledge of After Acquired Property. 86 12.11 Pledge During Event of Default...................................................................86 12.12
