Springing Lien. (a) The Borrowers and the Subsidiary Guarantors shall, on a date (the “Initial Collateral Delivery Date”) that is not later than (i) 30 days with respect to personal property assets in which a Lien may be perfected by filing a UCC financing statement, capital stock with respect to which a Lien may be perfected by delivery of a stock certificate, if certificated, and instruments with respect to which a Lien may be perfected by delivery of such instrument and (ii) 90 days with respect to all other assets after the Springing Lien Trigger Date, if such Springing Lien Trigger Event is then continuing, execute and deliver a security agreement in the form of Exhibit G hereto and such mortgages, deeds of trust, security instruments, financing statements, certificates and other similar instruments and agreements, each in form and substance reasonably acceptable to the Administrative Agent (collectively, the “Collateral Agreements”), and take or cause to be taken such other action, as shall be reasonably requested by the Administrative Agent and necessary to vest in the Administrative Agent for the benefit of the Lenders a valid and perfected security interest, subject only to Permitted Liens, in the Springing Lien Collateral covered thereby to secure the Obligations.
(b) As of the date that the Parent Borrower receives an Investment Grade Rating (the “Collateral Release Date”):
(i) the Loan Parties, and any Person thereafter becoming a Loan Party, shall no longer be required to comply with Section 6.13(a), and Section 6.13(a) and references thereto contained herein shall be deemed deleted from this Agreement, mutatis mutandis, from that date and all times thereafter; and
(ii) any Liens granted in connection with this Agreement, Collateral Agreements or any other Loan Document in the Springing Lien Collateral, will automatically terminate and cease to exist. At a Borrower’s expense, the Administrative Agent shall execute and deliver such documents, instruments and statements, and take such other action, as a Borrower may reasonably request to evidence or confirm that all Liens in the Springing Lien Collateral have been terminated and released from the Liens of each of this Agreement, the Collateral Agreements and all other Loan Documents, and no longer secure any Obligations.
(c) Upon termination of the Aggregate Commitments, termination or expiration of all Letters of Credit (other than Letters of Credit as to which arrangements satisfactory to the L/C Issuer in it...
Springing Lien. In the event that (i) any Event of Default has occurred and is continuing or (ii) at any time after August 3, 1999 the sum of (A) aggregate Commitments under this Agreement plus (B) the aggregate "Commitments" under the 364 Day Credit Facility, exceeds $775,000,000, then, without affecting in any way any
Springing Lien. In the event that (i) any Event of Default has occurred and is continuing or (ii) at any time after August 3, 1999 the sum of (A) aggregate Commitments under this Agreement plus (B) the aggregate "Commitments" under the 364 Day Credit Facility, exceeds $1,050,000,000, then, without affecting in any way any other rights of the Lenders hereunder, the Administrative Agent, at the direction of the Required Lenders, may request that the Borrower, and the Borrower agrees to:
(i) duly execute and deliver to the Administrative Agent (or such other Person designated by the Administrative Agent) the Security Documents and cause each such Security Document to be filed, registered and
Springing Lien. If any Event of Default shall occur and remain unremedied within the applicable cure period, the Bank in its sole discretion may require the Borrowers or any of them to pledge, mortgage or otherwise grant the Bank a valid and enforceable first position Lien against all Property or so much thereof as the Bank in its sole discretion shall determine necessary, and by execution of this Credit Agreement, the Borrowers agree to cooperate fully and promptly with the Bank and its counsel in the execution and delivery of all documents necessary to convey and perfect such Liens. Upon a waiver of a Default or Event of Default by the Bank in accordance with Subsection 9.4 hereof, the Bank shall correspondingly waive its election to cause a springing lien to arise hereunder as a result of such waiver of Default, but in no event shall such waiver extend to any subsequent or other Default or Event of Default or impair any consequence of such subsequent or other Default or Event of Default.
Springing Lien. If at any time (i) any Other Unsecured Indebtedness is required to be guaranteed, or otherwise becomes guaranteed, by any or all of the Material Subsidiaries (the occurrence of any such event is an “Other Guaranty Trigger”) and (ii) the sum of the outstanding Loans and L/C Obligations plus the outstanding Other Unsecured Indebtedness would exceed the amount described in clause (x) of the definition of “Borrowing Base” as then calculated (the occurrence of such event and an Other Guaranty Trigger is a “Collateral Trigger Event”), then, within 60 days of the Collateral Trigger Event and at all times thereafter, the Borrower shall comply with Section 8.24(c) hereof. Promptly upon the occurrence of an Other Guaranty Trigger, and in any event within 2 Business Days of such event, the Borrower shall deliver to the Administrative Agent a duly completed Borrowing Base Certificate calculating the Borrowing Base in the manner described in clause (ii) of the previous sentence.
Springing Lien. 58 7.15 Clean-Up of Loans...........................................................................
Springing Lien. (a) Promptly upon the occurrence of the Trigger Date and from time to time thereafter, the Company shall take such actions as are reasonably necessary or as the Administrative Agent may reasonably request (including delivery of security agreements, pledge agreements, financing statements and other security documents, authorization documents and opinions of counsel) to ensure and confirm that the obligations of the Company hereunder and under any Hedging Agreement with any Bank and of each Guarantor under any Guaranty are secured by a first priority perfected Lien on (i) the ownership interest of the Company and each Guarantor in the stock and other equity interests of each Domestic Subsidiary; (ii) the ownership interest of the Company and each Guarantor in the stock and other equity interests of each direct Foreign Subsidiary of the Company and each Domestic Subsidiary; provided that neither the Company nor any Domestic Subsidiary shall be required to (x) pledge more than 65% of the stock and other equity interest in any Foreign Subsidiary or (y) pledge the stock or other equity interests of any Excluded Foreign Subsidiary; and (iii) all other present and future assets and properties (including, without limitation, accounts receivable, inventory, real property, machinery, equipment, contracts, trademarks, copyrights, patents, license rights and general intangibles) of the Company and the Guarantors. In furtherance of the foregoing, the Company will, and will cause each Domestic Subsidiary (other than any Insignificant Subsidiary) to, execute and deliver to the Administrative Agent (A) from time to time prior to the Trigger Date, such documents as the Administrative Agent may reasonably request to ensure that the Liens described above on substantially all personal property (other than property described in clause (ii) of the preceding sentence) of the Company and its Domestic Subsidiaries (other than any Insignificant Subsidiary) will be created and perfected within three Business Days after the Trigger Date; (B) not later than 30 days after the Trigger Date, a mortgage or deed of trust with respect to each parcel of real estate owned by the Company or any Domestic Subsidiary (other than any Insignificant Subsidiary); (C) as soon as reasonably practicable after the Trigger Date, such documentation (including title insurance policies, flood plain certifications and other customary documents) as the Administrative Agent may reasonably request in connection w...
Springing Lien. If at any time (i) any Other Unsecured Indebtedness is required to be guaranteed, or otherwise becomes guaranteed, by any or all of the Material Subsidiaries, or is required to be secured, or otherwise becomes secured, by the Equity Interest owned by Borrower in any or all of its direct and indirect Material Subsidiaries, the occurrence of any such event is an “Other Guaranty Trigger”) and (ii) the sum of the outstanding Loans and L/C Obligations plus the outstanding Other Unsecured Indebtedness would exceed the amount described in clause (x) of the definition of “Borrowing Base” as then calculated (the occurrence of such event and an Other Guaranty Trigger is a “Collateral Trigger Event”), then, within ninety (90) days of the Collateral Trigger Event and at all times thereafter, the Borrower shall comply with Section 8.24(c) hereof. Promptly upon the occurrence of an Other Guaranty Trigger, and in any event within two (2) Business Days of such event, the Borrower shall deliver to the Administrative Agent a duly completed Borrowing Base Certificate calculating the Borrowing Base in the manner described in clause (ii) of the previous sentence.
Springing Lien. Subject to clause (iv) hereof, from and at all times after the Trigger Event Date (without any further action of the Borrower, any other Loan Party, the Administrative Agent, any other Credit Provider Party or any other Person), all of the Obligations shall be secured by a perfected first-priority Lien in the Collateral (including, without limitation, all Control Accounts, all of the cash, securities and other amounts from time to time in the Control Accounts and all of the proceeds of the foregoing, which, at no time, shall be subject to any Lien other than (x) the Lien described in this clause (i) and (y) any Liens permitted under clauses (c) and (h) of Section 7.01) in favor of the Administrative Agent on behalf of itself and the other Credit Provider Parties.
Springing Lien. Subject to the Intercreditor and Subordination Agreement, promptly upon the occurrence of a Springing Event, and from time to time thereafter, including, without limitation, upon any increase in the Springing Lien Amount, the Company shall take such actions as are necessary or as the Trustee or Collateral Trustee may reasonably request (it being understood that the Trustee or Collateral Trustee shall have no duty to make such request unless directed by the Holders in accordance with this Indenture), including filing of financing statements and delivery of other security documents, authorization documents and opinions of counsel, to ensure and confirm that the obligations of the Company under the Notes and of each Guarantor under any Note Guarantee will be secured by a second priority perfected Lien on the Collateral, as provided in the Security Documents, junior only to the Liens securing the Priority Lien Obligations and to the extent of the Springing Lien Amount.
