Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Group Member (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Bioventus Inc.), Credit Agreement (Bioventus Inc.), Amendment and Restatement Agreement (Bioventus Inc.)

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Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Date by the Parent Borrower or any Group Member of its Material Domestic Subsidiaries (other than (x) any property Property described in paragraph (b), (c) or (d) below, below and (y) any property Property subject to a Lien expressly permitted by Section 7.3(g), (l) and (zif such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) property acquired by any Foreign Subsidiaryor (o)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (Property, subject to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)no Liens except as permitted by Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 3 contracts

Samples: Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Group Member (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g6.3(g) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first or second priority security interest in such property (subject to any Liens permitted by Section 6.3 and Permitted Exceptions solely to the extent required that such Liens or Permitted Exceptions have priority under the Guarantee and Collateral Agreement with respect to property of that typeapplicable law), and subject only to Permitted Liens)as applicable, in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Eddie Bauer Holdings, Inc.), Term Loan Agreement (Eddie Bauer Holdings, Inc.), Term Loan Agreement (Eddie Bauer Holdings, Inc.)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Group Member (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property prior and superior in right to any other Person (except Liens arising under the First Lien Security Documents) (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Bioventus Inc.), Credit Agreement (Bioventus Inc.)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Date by the Borrower or any Group Member of its Material Domestic Subsidiaries (other than (x) any property Property described in paragraph (b), (c) or (d) below, below and (y) any property Property subject to a Lien expressly permitted by Section 7.3(g), (m) and (zif such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) property acquired by any Foreign Subsidiaryor (p)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (Property, subject to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)no Liens except as permitted by Section 7.3, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp)

Additional Collateral, etc. (a) With respect to any property that is (to the extent of a the type described as Collateral included in the Guarantee and Collateral Agreement and that is definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), ) or (c) or (d) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any Foreign Subsidiary)) as to which the Administrative Agent, for the benefit of the Lendersrelevant Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lendersrelevant Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lendersrelevant Secured Parties, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)property, including the filing of Uniform Commercial Code financing statements, PPSA financing statements or such other financing statements or the registration in any required register with any relevant Governmental Authority, as applicable, in such jurisdictions as may be required by the Guarantee and Collateral Agreement any Security Document or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Dollar Financial Corp), Credit Agreement (Dollar Financial Corp)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by the Borrower or any Group Member of its Subsidiaries (other than (w) any vehicles and any immaterial inventory and equipment, (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) or (j) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Rent a Center Inc De), Credit Agreement (Rent a Center Inc De)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Date by Holdings, the Borrower or any Group Member of its Material Subsidiaries (other than (w) any real property, (x) any property described in paragraph (b), (c) or paragraph (d) belowof this Section, (y) any property Property subject to a Lien expressly permitted by Section 7.3(g) and (z) property Property acquired by any an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Villa Pines Care LLC), Credit Agreement (Gallipolis Care LLC)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Group Member Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any Foreign Subsidiary)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, and subject always to the ability to comply with local laws, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such property (subject to Liens on assets other than Capital Stock permitted under Section 7.3 and as otherwise permitted to not be so granted according to the extent required under terms of the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted LiensDocuments), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be requested by the Administrative Agent and the filing delivery of documents with certificates and transfer powers in respect of any newly formed or acquired Subsidiary (or, in any such case, the United States Patent and Trademark Office and the United States Copyright Office as may be equivalent thereof required by the Security Documents or by law or as may be requested by the Administrative Agentin any other jurisdiction).

Appears in 2 contracts

Samples: Revolving Credit Agreement (CKX, Inc.), Guarantee and Collateral Agreement (CKX, Inc.)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Group Member (other than (xw) any property described in paragraph (b), (c) or (d) below, (yx) any property subject to a Lien expressly permitted by Section 7.3(g) and ), (zy) property acquired by any Excluded Foreign SubsidiarySubsidiary and (z) any property of a type that is not intended to be subject to a Lien under the Guarantee and Collateral Agreement) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Colt Finance Corp.)

Additional Collateral, etc. (a) With respect to any property that is with an aggregate value in excess of a type described as Collateral in the Guarantee and Collateral Agreement and that is $1,000,000 acquired after the Closing Date by the Company or any Group Member of its Subsidiaries (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g8.3(h) and (z) property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (subject to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted LiensLiens permitted by subsection 8.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (International Wire Group Inc)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Date by the Company or any Group Member of its Subsidiaries (other than (w) Property with an aggregate book value not to exceed $100,000 at any time, (x) any property Property described in paragraph (b), ) or paragraph (c) or (d) belowof this Section, (y) any property Property subject to a Lien expressly permitted by Section 7.3(g6.1(c)) and (z) property Property acquired by any an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the ratable benefit of the Lenders, does not have a perfected Lien, the Company or the applicable Subsidiary shall promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents Loan Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral this Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Loan and Security Agreement (NCI, Inc.)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by the Borrower or any Group Member of its Subsidiaries (other than (x) any property described in 93 87 paragraph (b), (c), (d) or (de) below, (y) any property subject to a Lien expressly permitted by Section 7.3(gsubsection 7.1(a) or 7.1(l) and (z) property acquired by any Excluded Foreign SubsidiarySubsidiary or by any other Foreign Subsidiary other than Capital Stock of, or acquired by, any Foreign Subsidiary Borrower) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the applicable Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Scotts Company)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral (to the extent included in the Guarantee and Collateral Agreement and that is definition of Collateral) acquired after the Closing Date by any Group Member Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any Foreign Subsidiary)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and in any event within five Business Days, or such longer period as the Administrative Agent may agree) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to evidence that they are a Guarantor and to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (except as expressly permitted by Section 7.3) Lien in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Barracuda Networks Inc)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Group Member of the type constituting Collateral under the Guarantee and Collateral Agreement (other than (x) any property described in paragraph (b), (c) or (dc) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g6.3(g) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for its benefit and for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Lenders such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems or the Initial Lenders deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lenders, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and or the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative AgentInitial Lenders.

Appears in 1 contract

Samples: Term Loan Agreement (Integrated Electrical Services Inc)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Date by the Borrower or any Group Member of its Subsidiaries (other than (x) any property Property described in paragraph (b), ) or paragraph (c) of this Section or (d) belowany other interest in real property, (y) any property Property subject to a Lien expressly permitted by Section 7.3(g) and (z) property Property acquired by any Foreign an Excluded Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property, to the extent required by the Guarantee and Collateral Agreement, and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such property (Property, to the extent required under by the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (UCI Holdco, Inc.)

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Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Group Member (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) any property acquired by any Foreign Excluded Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected first priority Lien, subject only to Permitted Priority Liens, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property property, subject only to Permitted Priority Liens and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that typeproperty, and subject only to Permitted Priority Liens), including the filing of Uniform Commercial Code or PPSA financing statements and other equivalent filings in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents Agreements or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Thompson Creek Metals CO Inc.)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by Holdings, the Borrower or any Group Member of its Subsidiaries (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g) and 8.3(g), (z) property acquired by any Foreign SubsidiarySubsidiary and (aa) any property of the type excluded from the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (to the extent required other than Liens permitted under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted LiensSection 8.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agentlaw.

Appears in 1 contract

Samples: Credit Agreement (Jondex Corp)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Date by the Parent Borrower or any Group Member of its Subsidiaries (other than (xi) any property Property described in paragraph (b), (c) or (d) below, (yii) any property Property subject to a Lien expressly permitted by Section 7.3(g), (iii) Receivables Facility Assets and (ziv) property acquired Property owned by any Excluded Foreign SubsidiarySubsidiaries) as to which the 64 59 Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (iv) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Property and (iivi) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (International Home Foods Inc)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Date by the Company or any Group Member of its Subsidiaries (other than (w) any equity interest in any Portfolio Company, (x) any property Property described in paragraph (b), ) or paragraph (c) or (d) belowof this Section 5.10, (y) any property Property subject to a Lien expressly permitted by Section 7.3(g6.3(g) and (z) property Property acquired by any an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (MVC Capital, Inc.)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Second Restatement Effective Date by any Group Member Borrower or any of its Subsidiaries (other than (x) any real property or any Property described in paragraph (b), (c) or (d) belowof this Section, (y) vehicles or any property Property subject to a Lien expressly permitted by Section 7.3(g) and (z) property Property acquired by any an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such property Property (other than Deposit Accounts, unless otherwise requested to take such action by the extent required under the Guarantee and Collateral Agreement with respect to property of that typeAdministrative Agent, and subject only to Permitted Liensin its sole reasonable discretion), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is acquired after the Closing Date by any Group Member Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to a Lien expressly permitted by Section 7.3(g8.3(g) or 8.3(q) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property subject to the terms and conditions of the Guarantee and Collateral Agreement and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and Agent. Notwithstanding the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may foregoing, no such actions shall be required by the Security Documents or by law or in respect of assets as may be requested by to which the Administrative AgentAgent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby.

Appears in 1 contract

Samples: Credit Agreement (Carmike Cinemas Inc)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral (to the extent included in the Guarantee definition of Collateral and Collateral Agreement and that is not constituting Excluded Assets) acquired after the Closing Date by any Group Member Loan Party (other than (x) any property described in paragraph (b), (c) or (d) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any Foreign Subsidiary)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and in any event within three Business Days) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Jazz Pharmaceuticals Inc)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Date by the Borrower or any Group Member of its Restricted Subsidiaries (other than (x) any property Property of an Excluded Foreign Subsidiary, (y) any Property described in paragraph (b), (c) or (d) below, below and (yz) any property Property subject to a Lien expressly permitted by Section 7.3(g) and (z) property acquired by any Foreign Subsidiaryor 7.3(h)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, subject to the limitations contained in Section 6.11(b), a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, subject to the limitations contained in Section 6.11(b), a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)Property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Cumulus Media Inc)

Additional Collateral, etc. (a) With respect to any property that is of a type described as Collateral in the Guarantee and Collateral Agreement and that is Property acquired after the Closing Date by the Borrower or any Group Member of its Subsidiaries (other than (x) any property Property described in paragraph paragraphs (b), (c) or (d) belowof this Section, (y) any property Property subject to a Lien expressly permitted by Section 7.3(g) and (z) property Property acquired by any an Excluded Foreign Subsidiary or Approved Captive Insurance Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such property (to the extent required under the Guarantee and Collateral Agreement with respect to property of that type, and subject only to Permitted Liens)Property, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and the filing of documents with the United States Patent and Trademark Office and the United States Copyright Office as may be required by the Security Documents or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Gentiva Health Services Inc)

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