Additional Collateral and Guarantees. (a) Subject to subsection 7.9(d), with respect to any assets acquired after the Closing Date by Borrower or any of its Qualified Subsidiaries that are intended to be subject to the Lien created by any of the Security Documents but which are not so subject (but, in any event, excluding any assets described in paragraph (b) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (x) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such properties or assets subject to no Liens other than Permitted Liens, and (y) take all actions reasonably necessary to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent. Each Credit Party shall otherwise take such actions and execute and/or deliver to the Administrative Agent such documents (including, without limitation, customary legal opinions) as the Administrative Agent shall require to confirm the validity, perfection and priority of the Lien of Security Documents against such after-acquired properties or assets.
Additional Collateral and Guarantees. In the event that any Person becomes a Material Subsidiary, or to the extent requested by Xerium in the case of any Subsidiary that is not a Material Subsidiary, subject to any limitations imposed by any Requirement of Law such Borrower shall promptly cause such Subsidiary (a) to become a Guarantor hereunder, (b) (i) in the case of a Domestic Subsidiary, to become a Grantor under the Pledge and Security Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a Counterpart Agreement and (ii) in the case of a Foreign Subsidiary, to become a party to the applicable Collateral Documents to the extent reasonably requested by the Administrative Agent and (c) to take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (or applicable equivalent under foreign law) in the Collateral described in the applicable Collateral Documents with respect to such new Material Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions within any applicable time limit as may be required by the Collateral Documents or by any Requirement of Law or as may reasonably be requested by the Collateral Agent. With respect to each Person that becomes a Subsidiary, each Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of such Borrower and (ii) all of the information required to be set forth in Schedules 4.1 and 4.2 with respect to all Subsidiaries of such Borrower, and such written notice shall be deemed to supplement to supplement Schedules 4.1 and 4.2 for purposes hereof. Notwithstanding the foregoing provisions of this Section 5.10 and except to the extent set forth in Section 5.13(c), (i) no more than 66% of the total voting power of the Capital Stock of each first tier Foreign Subsidiary and each Disregarded Domestic Subsidiary of any U.S. Credit Party shall be required to be pledged to secure, or to directly or indirectly provide security for, any Obligation of Xerium, (ii) no obligation of a Foreign Subsidiary held by any U.S. Credit Party shall be required to be pledged to secure, or to directly or indirectly provide security for, any Obligation of Xerium, ...
Additional Collateral and Guarantees. (a) The Company shall cause each Subsidiary that Guarantees the Secured Notes and any other newly created or acquired direct or indirect Subsidiary organized in a jurisdiction in the United States that (i) owns or operates a hospital or (ii) has a direct or indirect equity interest in a Subsidiary that owns or operates a hospital, other than, in each of the cases (i) and (ii), any such Subsidiary that is a non-wholly-owned Subsidiary if the Constituent Documents thereof or related joint venture or similar agreements, or applicable law, would (A) prohibit the Guarantee of the Obligations without the consent of the equity holders thereof (other than the Company or its wholly owned Subsidiaries) or (B) upon the entry into the Guaranty, trigger in favor of the equity holders thereof (other than the Company or its wholly owned Subsidiaries) rights in respect of the Capital Stock of such Subsidiary, to execute and deliver to the Administrative Agent a joinder to the Guaranty in form reasonably satisfactory to the Administrative Agent.
Additional Collateral and Guarantees. (a) Should Borrower or any of its Subsidiaries purchase, otherwise acquire or own any Oil and Gas Property that (i) (A) is acquired for purchase price consideration in excess of $100,000, either individually or in the aggregate for all such acquisitions during any period of twelve consecutive calendar months, or (B) includes Proved Reserves or (C) is otherwise acquired with proceeds of the Loans, and (ii) is not already subject to a Mortgage, Borrower will grant or cause to be granted to Administrative Agent for the benefit of the Secured Parties as security for the Obligations a first-priority Lien (subject only to Permitted Liens) on all of Borrower's or such Subsidiary's interest therein simultaneously with Borrower's or such Subsidiary's purchase, acquisition or ownership of such Oil and Gas Property under a Mortgage and such other security instruments, satisfactory to Administrative Agent in its discretion.
Additional Collateral and Guarantees. Within 60 days after the Seventh Amendment Effective Date, the Parent Borrower shall provide to the Administrative Agent (i) an assumption agreement, in substantially the form attached as Annex 1 to the Guarantee and Collateral Agreement (an “Assumption Agreement”), duly executed by each of RS Acquisition Holding, LLC, a wholly owned Subsidiary of Holding (“RS Acquisition”), and CMS Holding LLC, a wholly owned Subsidiary of Holding (“CMS Holding”), pursuant to which RS Acquisition and CMS Holding each becomes a party to the Guarantee and Collateral Agreement as a Guarantor and Grantor thereunder, (ii) an Assumption Agreement, duly executed by Holding, pursuant to which it pledges the Capital Stock of RS Acquisition, CMS Holding and any other direct Subsidiary of Holding, whether now owned or hereafter acquired or formed (it being understood that no pledge of the Capital Stock of CMS Holding shall be required if the regulatory approvals necessary to be obtained to pledge such Capital Stock are unable to be obtained after the exercise of commercially reasonable efforts), and (iii) such other documents and instruments (including stock certificates and undated stock powers executed in blank) as the Administrative Agent may reasonably request in connection with the foregoing Assumption Agreements.
Additional Collateral and Guarantees. In the event that any Person becomes (I) a Domestic Subsidiary (other than an Immaterial Subsidiary), the Lead Borrower shall promptly cause such Domestic Subsidiary (a) to become a US Guarantor hereunder (and, at the request of the Lead Borrower and with the consent of the Administrative Agent, a US Borrower hereunder), (b) to become a Grantor under the US Pledge and Security Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a Counterpart Agreement and (c) to take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest in the US Collateral described in the applicable US Collateral Documents with respect to such new Domestic Subsidiary, including the filing of UCC financing statements in such jurisdictions within any applicable time limit as may be required by the US Collateral Documents or by any Requirement of Law or as may reasonably be requested by the Collateral Agent, and (II) a Canadian Subsidiary (other than an Immaterial Subsidiary), the Lead Borrower shall promptly cause such Canadian Subsidiary (a) to become a Canadian Guarantor hereunder (and, at the request of the Lead Borrower and with the consent of the Administrative Agent, a Canadian Borrower hereunder), (b) to become a Grantor under the Canadian Pledge and Security Agreement by executing and delivering to the Administrative Agent and the Collateral Agent a Counterpart Agreement and (c) to take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, opinions and certificates necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Canadian Collateral described in the applicable Canadian Collateral Documents with respect to such new Canadian Subsidiary, including the filing of PPSA financing statements in such jurisdictions within any applicable time limit as may be required by the Canadian Collateral Documents or by any Requirement of Law or as may reasonably be requested by the Collateral Agent. With respect to each Person that becomes a Subsidiary, the Lead Borrower shall promptly send to the Administrative Agent written notice setting forth with respect to such Person (i) the date on whi...
Additional Collateral and Guarantees. Upon the acquisition after the Closing Date by Borrower and its Subsidiaries of any real property or tangible
Additional Collateral and Guarantees. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each Group Member shall, promptly, do each of the following, unless otherwise agreed by the Administrative Agent:
Additional Collateral and Guarantees. As a condition to the effectiveness of this Agreement, there shall be delivered to Lender, fully completed and duly executed (when applicable), the following, satisfactory to Lender and its counsel:
Additional Collateral and Guarantees. Should Borrower or any of its Subsidiaries purchase, otherwise acquire or own any Oil and Gas Property that (i) either (A) is acquired for purchase price consideration in excess of $250,000, or (B) includes Proved Reserves, and (ii) is not already subject to a Mortgage, Borrower will grant or cause to be granted to Administrative Agent for the benefit of the Lender Group as security for the Obligations a first-priority Lien (subject only to Permitted Liens) on all of Borrower’s or such Subsidiary’s interest therein simultaneously with Borrower’s or such Subsidiary’s purchase, acquisition or ownership of such Oil and Gas Property under a Mortgage and such other security instruments, satisfactory to Administrative Agent in its discretion; Borrower shall cause all of its present and future Subsidiaries (other than MCAC, CDC, and Great Plains) that are 50% or more owned directly or indirectly by Borrower to execute a Guaranty Agreement and Security Agreements.
