Additional Security; Further Assurances; etc. (a) The Borrowers will, and will cause each of the Subsidiary Guarantors to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties (in the case of Real Property, limited to Material Real Property) of the Borrowers and the Subsidiary Guarantors as are acquired after the Closing Date (other than assets constituting Excluded Collateral) and as may be reasonably requested from time to time by the Collateral Agent (collectively, as may be amended, amended and restated, modified, supplemented, extended or renewed from time to time, the “Additional Security Documents”). All such security interests and Mortgages shall be granted pursuant to documentation consistent with any Security Documents entered into on the Closing Date or otherwise reasonably satisfactory in form and substance to the Collateral Agent and (subject to exceptions as are reasonably acceptable to the Collateral Agent) shall constitute, upon taking all necessary perfection action (which the Credit Parties agree to take pursuant to clause (e) below) valid and enforceable perfected security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law)), subject to the ABL Intercreditor Agreement and any Pari Passu Intercreditor Agreement, superior to and prior to the rights of all third Persons other than holders of Permitted Liens with priority by virtue of applicable law and subject to no other Liens except for Permitted Liens. The Additional Security Documents 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 (subject to exceptions as are reasonably acceptable to the Collateral Agent) the Liens in favor of the Collateral Agent required to be granted pursuant to the Additional Security Documents. Notwithstanding any other provision in this Agreement or any other Credit Document, no Excluded Subsidiary shall be required to pledge any of its assets to secure any obligations of the Borrowers under the Credit Documents or guarantee the obligations of the Borrowers under the Credit Documents.
(b) Subject to the terms of the ABL Intercreditor Agreement and any Pari Pa...
Additional Security; Further Assurances; etc. (a) The Borrower will, and will cause each of its Wholly-Owned Domestic Subsidiaries to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests and Mortgages in such assets and properties of the Borrower and such Wholly-Owned Domestic Subsidiaries as are acquired after the Effective Date and not otherwise covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent or the Required Lenders (collectively, the “Additional Security Documents”); provided that, (i) in the event that a Mortgage is granted by the Borrower or any Wholly-Owned Domestic Subsidiaries pursuant to the provisions of this Section 8.12, then in each such case, the Borrower will, and will cause each Wholly-Owned Domestic Subsidiaries to, execute and deliver all other relevant documentation (including opinions of counsel) of the type described in Sections 5.03(iii) and 5.14 as such Borrower or such Wholly-Owned Domestic Subsidiary would have had to deliver if the Mortgage were a condition precedent to Credit Events on the Initial Borrowing Date and (ii) neither the Borrower nor any of its Subsidiaries shall be required to grant a security interest in any immaterial Real Property or immaterial intellectual property pursuant to this Section 8.12. Notwithstanding the foregoing, the Borrower shall deliver to the Collateral Agent (i) a Mortgage on its Real Property located at 6000 00xx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxx, together with all other relevant documentation of the type described in Sections 5.03(iii) and 5.14 relating to such Real Property, no later than December 31, 2003, and (ii) a Mortgage on its Real Property located at East Gxxxxx Road, Castle Rock, Colorado, together with all other relevant documentation of the type described in Sections 5.03(iii) and 5.14 relating to such Real Property, no later than March 31, 2004. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected security interests and Mortgages superior to and prior to the rights of all third Persons and subject to no other Liens except for Permitted Liens. The Additional Security Documents or instruments related thereto shall have been 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 fa...
Additional Security; Further Assurances; etc. (a) The Borrower will cause, and will cause each of the other Credit Parties to cause, each of its Wholly-Owned Domestic Subsidiaries formed or acquired (or which first becomes such a Wholly-Owned Domestic Subsidiary) after the Effective Date to become a Credit Party (and, if requested by the Administrative Agent (at the direction of the Required Lenders) to execute and deliver any applicable deposit account control agreements, securities account control agreements, intellectual property security agreement, intellectual property agreement supplements and all other appropriate Security Documents, in each case, in form and substance satisfactory to the Required Lenders in their sole discretion within ten (10) days (or such longer time period if agreed to by the Administrative Agent at the direction of the Required Lenders) after the formation or acquisition thereof or after the first date upon which the respective Subsidiary of such Person becomes a Wholly-Owned Domestic Subsidiary. Upon execution and delivery of a joinder to this Agreement, each such Person (i) shall become a Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Credit Documents and (ii) will grant Liens to the Collateral Agent, for the benefit of the Secured Creditors, in any property of such Credit Party which constitutes Collateral pursuant to Security Documents satisfactory to the Required Lender in their sole discretion, if the Final DIP Order does not already create a valid and perfected Lien on such assets . In addition, each new Wholly-Owned Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 6 as such new Subsidiary would have had to deliver if such new Subsidiary were a Credit Party on the Effective Date, including the filing of the UCC financing statements (or their equivalent). The Borrower shall deliver to the Administrative Agent prompt written notice if it or any other Credit Party acquires any Real Property on which any improvement is located that is subject to federal flood insurance laws and requirements.
(b) The Borrower will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Creditors security interests in such assets (including, if requested by the Administrative Agent at the direction of the Required Lenders, ...
Additional Security; Further Assurances; etc. (a) Each Borrower and each Wholly-Owned Restricted Subsidiary which is a Domestic Subsidiary, a Canadian Subsidiary or an English Subsidiary, but excluding any Immaterial Subsidiary, will,grant to the Collateral Agent for the benefit of the Secured Creditors security interests in such Collateral of such Borrower and such Restricted Subsidiaries as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent, the Collateral Agent or the Required Lenders (collectively, as may be amended, modified or supplemented from time to time, the “Additional Security Documents”); provided that, solely with respect to the U.S. Subfacility or the U.S. FILO Subfacility or any borrowing by any U.S. Borrower under the Canadian Subfacility or the Canadian FILO Subfacility, the pledge of the outstanding capital stock of any FSHCO or CFC directly owned by a U.S. Credit Party shall be limited to (x) no more than sixty-five percent (65%) of the total combined voting power for all classes of the voting capital stock (including, for the avoidance of doubt, any instrument treated as stock for U.S. federal income tax purposes) of such FSHCO or CFC and (y) one-hundred percent (100%) of the non-voting capital stock of such FSHCO or CFC. All such security interests and Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and (subject to exceptions as are reasonably acceptable to the Administrative Agent) shall constitute, upon taking all necessary perfection (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under English law or the relevant law of any country in the U.K. other than England and Wales where any U.K. Collateral is situated) action (which the Credit Parties agree to promptly take) valid and enforceable perfected (or the equivalent with respect to each Canadian Credit Party under applicable law in Canada and each English Credit Party under applicable law in England and Wales or the relevant law in any other country in the U.K.)) security interests and Mortgages (except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights in any jurisdiction and by equitable principles (regardless of whether enforcement is sought in equity or at la...
Additional Security; Further Assurances; etc. (a) The Borrower will cause each Wholly-Owned Domestic Subsidiary or any other Person that becomes a Wholly-Owned Domestic Subsidiary after the Closing Date to promptly, but no later than 20 Business Days after the date on which such Person becomes a Domestic Subsidiary (as such date may be extended by the Required Lenders in their sole discretion), (i) become a Subsidiary Guarantor as described in the Guarantee Agreement by way of execution of a joinder agreement thereto substantially in the form attached thereto as Exhibit A and (ii) grant security interests over any Collateral as described in the Pledge and Security Agreement by way of execution of a joinder agreement thereto substantially in the form attached thereto as Exhibit 10.
Additional Security; Further Assurances; etc of the Credit Agreement, unless such Security has been granted under an existing Security Document; and
Additional Security; Further Assurances; etc. (a) The Company will, and will cause the Subsidiary Guarantors to, grant to the Collateral Agent security interests and mortgages (each a "New Mortgage") in such owned Real Property (x) acquired after the Restatement Effective Date or (y) of a Subsidiary Guarantor owned on the date it first becomes a Subsidiary Guarantor or thereafter acquired, in each case as may be requested from time to time by the Agent. Such New Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Collateral Agent and shall constitute valid and enforceable Liens superior to and prior to the rights of all third Persons and subject to no other Liens except as are permitted by Section 8.
Additional Security; Further Assurances; etc. (a) Each of the Credit Parties will, and will cause each other Credit Party to, grant to the Collateral Agent for the benefit of the Secured Parties security interests in such assets of such Credit Party and such other Credit Party as are not covered by the original Security Documents and as may be reasonably requested from time to time by the Administrative Agent (or otherwise required at such time pursuant to the Intercreditor Agreement) (collectively, the “Additional Security Documents”). All such security interests shall be granted pursuant to documentation reasonably satisfactory in form and substance
(b) Each of the Credit Parties will, and will cause each of the other Credit Parties to, at the expense of the Credit Parties, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports, landlord waivers, bailee agreements, control agreements and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents as the Collateral Agent may reasonably require. Furthermore, each of the Credit Parties will, and will cause the other Credit Parties to, deliver to the Collateral Agent such opinions of counsel and other related documents as may be reasonably requested by the Collateral Agent to assure itself that this Section
Additional Security; Further Assurances; etc. (i) Each of Holdings and Borrower will, and will cause each of its Wholly-Owned Domestic Subsidiaries (and subject to Section 7.15, each of its Wholly-Owned Foreign Subsidiaries) to, grant to the Collateral Agent, for the benefit of the Lenders and the other Secured Creditors described in the Collateral Documents, security interests and mortgages in such assets and properties of Holdings, the Borrower or such Wholly-Owned Subsidiary as are not covered by the original Collateral Documents or as may be requested from time to time by the Required Lenders (the "Additional Security Documents"). Such security interests and mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Required Lenders and shall (except as otherwise consented to by the Required Lenders) constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens, except such Liens as are permitted by Section 8.
Additional Security; Further Assurances; etc. 100
ARTICLE 6 Negative Covenants Section 6.01. Liens 103 Section 6.02. Consolidation, Merger, Purchase or Sale of Assets, Etc. 107 Section 6.03. Dividends 110 Section 6.04. Indebtedness 111 Section 6.05. Advances, Investments and Loans 115 Section 6.06. Transactions with Affiliates 120 Section 6.07. Capital Expenditures 120 Section 6.08. Interest Expense Coverage Ratio 121 Section 6.09. Total Leverage Ratio 122 Section 6.10. Modifications of Certain Agreements 123 Section 6.11. Limitation on Certain Restrictions on Subsidiaries 123 Section 6.12. Limitation on Issuance of Equity Interests 124 Section 6.13. Business; Etc. 124 Section 6.14. Limitation on Creation of Subsidiaries 125 Section 6.15. Prepayments of Other Indebtedness 126
ARTICLE 7 Events of Default Section 7.01. Events of Default 126
ARTICLE 8 The Administrative Agent and the Collateral Agent
