Common use of Additional Collateral, etc Clause in Contracts

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably 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, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.

Appears in 7 contracts

Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality LLC)

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Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (xw) any property described in paragraph (b), (c), (d) or (ce) below, (yx) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), (y) property acquired by any Excluded Foreign Subsidiary and (z) Excluded Propertyany property not meeting the minimum thresholds set forth in the Guarantee and Collateral Agreement) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Appears in 7 contracts

Samples: Credit Agreement (Sugarloaf Gwinnett Entertainment Company, L.P.), Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Busters Inc)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Amendment and Restatement Effective Date by any U.S. Loan Party (other than (x) Excluded Collateral, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(k), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 60 days after the acquisition thereof (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of subject to extension by the Administrative AgentAgent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Appears in 4 contracts

Samples: Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably 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 (subject to any Customary Intercreditor Agreement) security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.

Appears in 3 contracts

Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xw) any property described in paragraph (bSections 6.10(c) or (c) belowd), (yx) any property subject to a Lien expressly permitted by Section 7.3(f7.4(g), and (y) property acquired by any Excluded Foreign Subsidiary or any Special Purpose Subsidiary or (z) any Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, the applicable Loan Party shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp), Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) Excluded Collateral, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(c), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 30 days after the acquisition thereof (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of subject to extension by the Administrative AgentAgent in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Wolverine World Wide Inc /De/), Credit Agreement (Wolverine World Wide Inc /De/)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any U.S. Loan Party (other than (x) Excluded Collateral, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(k), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 60 days after the acquisition thereof (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of subject to extension by the Administrative AgentAgent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xw) any property described in paragraph Sections 6.10 (b), (c) or (c) belowd), (yx) any property subject to a Lien expressly permitted by Section 7.3(f7.4(g), and (y) property acquired by any Excluded Foreign Subsidiary or any Special Purpose Subsidiary or (z) any Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, the applicable Loan Party shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Marriott Vacations Worldwide Corp), Credit Agreement (Marriott Vacations Worldwide Corp)

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Additional Collateral, etc. (a) With respect to any property acquired after the Closing Effective Date with a fair market value in excess of $500,000 by the Borrower or any Loan Party of its Domestic Subsidiaries (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(g) and (z) Excluded Propertyproperty acquired by any Unrestricted Subsidiary or Joint Venture) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property property, (ii) amend Schedule 1.1B and (iiiii) 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, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.of

Appears in 1 contract

Samples: Credit Agreement (Doane Pet Care Co)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any leased real property or motor vehicles or any other personal property excluded from the grant of the security interest granted under the Guarantee and Collateral Agreement and (z) any property subject to a Lien expressly permitted by Section 7.3(f6.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably 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, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (RE/MAX Holdings, Inc.)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (bSection 6.9(b) or (c) below), (y) any property subject to a Lien expressly permitted by Section 7.3(f), and 7.3(g) or (z) any Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any eventthe applicable Loan Party shall, within sixty 30 days of the acquisition thereof (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed to by the Administrative Agent) Agent in its sole discretion), (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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 propertyproperty (subject to Liens expressly permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Second Restatement Effective Date by any U.S. Loan Party (other than (x) Excluded Collateral, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(c), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 30 days after the acquisition thereof (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of subject to extension by the Administrative AgentAgent in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Wolverine World Wide Inc /De/)

Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any U.S. Loan Party (other than (x) Excluded Collateral, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(k), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 30 days after the acquisition thereof (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of subject to extension by the Administrative AgentAgent in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably 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, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Tempur Sealy International, Inc.)

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