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:
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.
Springing Lien. As soon as practicable but in any event no later than (i) 60 days, in the case of real property, or (ii) 30 days, in the case of any other property, of the occurrence of the Trigger Date, and from time to time thereafter, Company shall, and shall cause its Subsidiaries to, take all such actions as may be necessary (x) to provide Collateral Agent with First Priority perfected Liens (the "ADDITIONAL LIENS") on all present and future tangible and intangible real, personal and mixed property (other than the Pledged Collateral which will continue to be subject to the Pledge Agreements and the Intercreditor Agreement as in effect prior to the Trigger Date and property located outside of the United States or property owned by Foreign Subsidiaries, but including, without limitation, all other accounts receivable, equipment, inventory, general intangibles, intellectual property and equity interests in Domestic Subsidiaries and, if requested by Collateral Agent, 65% of the capital stock of each of Company's direct Foreign Subsidiaries not pledged to the Collateral Agent pursuant to the Pledge Agreements) of Company and Subsidiary Guarantors securing the Obligations of Loan Parties under the Loan Documents and under any Hedge Agreement with any Lender or Affiliate of a Lender including, without limitation, execution and delivery of security agreements, financing statements, mortgages, control account agreements, stock pledge agreements and other security documents or instruments, amendments to the Loan Documents, authorization documents and opinions of counsel and (y) to otherwise evidence, perfect and protect such Additional Liens; PROVIDED that such security agreements, financing statements, mortgages, control account agreements, stock pledge agreements and other security documents or instruments, amendments to Loan Documents, authorization documents and opinions of counsel will be on terms and conditions customary for leveraged transactions of this type (taking into account comparable KKR precedents to the extent deemed appropriate by Administrative Agent) and subject to other terms and exceptions to be mutually agreed. In addition, in the event that the Trigger Date occurs and the PBGC Agreements have not been terminated, the Additional Liens will secure the Termination Liabilities (as defined in the PBGC Agreements) on an equal and ratable basis with the Obligations pursuant to documentation reasonably satisfactory to Administrative Agent.
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 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. If at any time (a) the Debt Rating by Xxxxx’x shall be reduced below Investment Grade or the Borrower shall cease to have a Debt Rating by Xxxxx’x and (b) the Debt Rating by S&P shall be reduced below Investment Grade or the Borrower shall cease to have a Debt Rating by S&P, then, as soon as reasonably practicable thereafter, the Borrower shall grant the Administrative Agent, on behalf of all Lenders, a Lien on 100% of the Equity Interests of its directly and wholly-owned Domestic Subsidiaries and 66% of the Equity Interests of its directly and wholly-owned Foreign Subsidiaries pursuant to the terms of the Pledge Agreement, together with (A) certificates representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and (B) proper financing statements in form for filing under the Uniform Commercial Code of the jurisdiction where the Borrower is “located” under the UCC covering the Collateral described in the Pledge Agreement. If, thereafter, the Debt Rating by both Xxxxx’x and S&P shall be Investment Grade for a period of not less than three consecutive calendar months, then the Lien on such Equity Interests shall be released by the Administrative Agent. The 2009 Convertible Notes and any bonds or similar securities hereafter issued by the Borrower may share in any collateral granted to the Lenders under the Pledge Agreement; provided, that any Lien shared by such Persons shall be automatically released upon the release of the Lenders’ Lien. For the avoidance of doubt, if any Lien granted pursuant to the terms hereof shall be released, and the Borrower’s Debt Ratings shall thereafter trigger the requirements of this Section, the Borrower shall once again complete the Collateral grant required hereby.
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. (i) As soon as is practicable, but in any event within 60 days (or such longer period as agreed to by the Agent in its sole discretion) after the occurrence of a Springing Lien Trigger Date, the Borrower will take appropriate actions necessary to secure the obligations of the Borrower under this Agreement with a perfected Lien on the Collateral; provided that no actions in any non-U.S. jurisdiction shall be required in order to create any Lien in assets located or titled outside the United States or to perfect any Lien in such assets, including any intellectual property registered in non-U.S. jurisdictions (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction); provided further that the Borrower will not be required to enter into any intercreditor agreements, mortgages, control agreements, intellectual property security agreements or other agreements, or take any action (including delivering possessory collateral), to perfect any Collateral other than filing UCC financing statements; provided further the Borrower will not secure its obligations with any assets to the extent such assets are subject to a prior Lien by any Person other than the Agent; provided further no action shall be required to be taken under this Section 5.01(k) if the Springing Lien Period has terminated;
Springing Lien. On or before December 31, 2001, Xxxxxx shall have entered into a Binding Purchase Agreement for both the Remuda Ranch Sale and the Xxxxxx Sale. As used herein, the term "Binding Purchase Agreement" shall mean a binding contract by and between Xxxxxx and a purchaser at a price equal to or greater than as is required pursuant to Sections 2 and 3 of this Sixth Amendment for which no conditions remain that would result, upon the failure of such condition to be satisfied, in either Xxxxxx or such purchaser being released from its obligation to perform under such contract and which requires a closing on or before January 15, 2002. In the event Xxxxxx has not entered into a Binding Purchase Agreement for both the Remuda Ranch Sale and the Xxxxxx Sale on or before December 31, 2001, Xxxxxx hereby grants to Lenders a first priority security interest in all of its property, both real and personal, including any and all property owned by any Subsidiary of Xxxxxx (the "Property"). In such event, Xxxxxx (i) agrees to execute and return to Agent within five (5) days of receipt from Agent such security agreements, mortgages, deeds of trust and other documents as may be reasonably required by Agent to reflect the pledge by Xxxxxx to Lenders of a security interest in the Property (including any UCC-1 financing statements filed by Lenders, and as such may be amended, the "Security Documents"), (ii) consents to the filing by Agent on behalf of Lenders of any and all UCC-1 financing statements or other Security Documents as may be required to perfect Lenders' security interest in the Property, and (iii) agrees to pay any and all costs related to the preparation and filing of the Security Documents, including without limitation reasonable attorneys' fees, indebtedness tax and filing fees. In addition, if such Binding Purchase Agreement is not entered into before December 31, 2001, Xxxxxx shall cause to be executed and returned within five (5) days of receipt from Agent guaranty agreements of all Subsidiaries of Xxxxxx guaranteeing payment of the Revolving Loans and Revolving Credit Notes.
Springing Lien. Immediately upon the occurrence of the Springing Lien Trigger Date, (i) the Company and each of its Subsidiaries hereby agrees that it will automatically be deemed to have granted to the Collateral Agent, on the date of such occurrence and without further action of any party or other Person, as security for the Notes, a lien on and security interest in (the “Springing Lien”) the Springing Lien Collateral and (ii) the Company and its Subsidiaries shall execute and deliver the Springing Lien Security Agreement and such other Collateral Agreements, each in form and substance reasonably acceptable to the Lead Investor, and take or cause to be taken such other actions, in each case, as shall be reasonably requested by the Lead Investor and necessary or desirable to vest in the Collateral Agent for the benefit of the Secured Parties a valid and perfected first priority security interest, subject only to Permitted Liens, in the Springing Lien Collateral covered thereby to secure the Notes.
Springing Lien. In the event that any Event of Default has occurred and is continuing 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:
